Common use of Conditions to the Remarketing Agent's Obligations Clause in Contracts

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfied.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the Registration Covenants are applicable, no stop order suspending the effectiveness of the Registration Statements shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Remarketed Notes shall have been initiated or, to the knowledge of the Company, threatened by the Commission. (b) Subsequent to the Commencement Date, there shall not have been any change in the financial position, shareowners’ equity, results of operations, business, operations or properties of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Disclosure Package, the effect of which is, when viewed in relation to the Company and its subsidiaries taken as a whole, in the reasonable judgment of the Remarketing Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the Remarketing on the terms and conditions in the manner contemplated in the Disclosure Package (a “Material Adverse Change”). (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Agency Agreement or Supplemental Date and Remarketing Agency AgreementSettlement Date, as and the case may be; (b) the due performance Company shall have performed in all material respects all covenants and agreements contained herein and in the Purchase Contract and Pledge Agreement to be performed on its part at or prior to such date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by each an authorized officer of the Trust and Company, dated the Administrator of its obligations and agreements as set forth in this Agreement and applicable Remarketing Settlement Date, to the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none effect of the following events shall exist for a class and as to such other matters as the Representatives may reasonably request, to the best of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clausehis or her knowledge: (i) all if the Registration Covenants are applicable, the Company has received no stop order suspending the effectiveness of the Notes Registration Statement, and no proceedings for which that purpose or pursuant to Section 8A of the Remarketing Agents are responsible for Remarketing under this Agreement shall Securities Act have been called instituted or threatened by SLM Corporation or any Affiliatethe Commission; (ii) without subsequent to the Commencement Date and prior written consent to the applicable Remarketing Date, there has not occurred any downgrading in the rating accorded to the Company’s senior debt securities by any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Securities Exchange Act, that rated the senior debt securities as of the Commencement Date; (iii) for the period from the Commencement Date to such Remarketing AgentsSettlement Date, there has not occurred any Material Adverse Change; (iv) the representations and warranties of the Company in Section 3 of this Agreement are true and correct in all material respects on and as of the applicable Remarketing Settlement Date. (e) On the date of a Successful Remarketing and on the Remarketing Settlement Date, the Indenture Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated each such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company who have certified the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement or the Notes Remarketing Materials, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any. (f) Each of counsel for the Company and the Company’s General Counsel shall have been amended furnished to the Remarketing Agent their opinion letter with respect to the Remarketed Notes, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, addressing such matters with respect to the Notes as are set forth in any mannersuch counsels’ opinion letters furnished pursuant to Section 7(a)(ii) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or otherwise contain to any provisions not contained therein as of changed circumstances or events occurring subsequent to the date of this Agreement, that in either case in such adaptations being reasonably acceptable to counsel to the reasonable opinion Remarketing Agent. (g) Each of the counsels for the Remarketing Agent (or a single counsel, at the option of the Remarketing Agents materially changes Agent) shall have furnished to the nature Remarketing Agent its opinion, addressed to the Remarketing Agent and dated as of the Notes or applicable Remarketing Settlement Date, addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 7(a)(ii) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing procedures (it being understood that notwithstanding Materials, if any, or to any changed circumstances or events occurring subsequent to the provisions date of this clause (ii) Agreement, such adaptations being reasonably acceptable to the Trust and the Administrator shall not be prohibited from amending such documents);Remarketing Agent. (iiih) Subsequent to the rating of any securities of Commencement Date and prior to the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the applicable Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarketSettlement Date, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension trading in the Company’s common stock shall have been suspended by the Commission or material limitation in the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or Luxembourg Stock Exchange limited or other such exchange on which the Notes are then listed or any setting of minimum prices for trading shall have been established on such exchange; Exchange, (Bii) a general banking moratorium on commercial banking activities shall have been declared either by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Ciii) the any outbreak or material escalation of hostilities involving the United States or United Kingdom other calamity or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; crisis if the effect of any such event specified described in this clause (Ciii) on the financial markets of the United States, in the reasonable judgment of the Remarketing Agents Agent, makes it impracticable or inadvisable to proceed with the Remarketing consummation of the Notes Remarketing on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with Disclosure Package and the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedProspectus.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The Prospectus, and any supplement thereto, has been filed in the terms manner and conditions within the time period required by Rule 424(b); the Issuer Free Writing Prospectus, if any, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been timely filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Remarketed Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) (1) Trading in the Company’s securities shall not have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the NYSE shall not have been suspended or limited or minimum prices shall not have been established on such exchange; (2) a banking moratorium shall not have been declared either by U.S. federal or New York State authorities; or (3) there shall not have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such, in the sole judgment of the Remarketing Agent, as to prevent or materially impair the Remarketing, or enforcement of contracts for sale, of the Remarketed Notes. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementDate, as and the case may be; (b) Company, the due performance Purchase Contract Agent and the Collateral Agent shall have performed in all material respects by each all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Trust and Chief Financial Officer satisfactory to the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of Remarketing Agent stating that the representations and warranties of the Company in this Agreement Section 3 are true and any certificate delivered pursuant correct on and as of the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to this Agreement; andbe performed on its part at or prior to such Remarketing Date. (ce) On the further condition that none applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the following events shall exist for a class independent accountants of Notes at any time between a Remarketing Terms Determination Date the Company, containing statements and Reset Date, or, information of the type ordinarily included in accountants’ “comfort letters” with respect to clause certain financial information contained in the Remarketing Materials, if any. (ivf) belowEach of (i) outside counsel for the Company reasonably acceptable to the Remarketing Agent, at and (ii) counsel of the time Company, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such clause: (icounsel’s opinion furnished pursuant to Sections 6(b), 6(c) all and 6(d), respectively, of the Notes for which Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing AgentsMaterials, the Indenture or the Notes shall have been amended in any mannerif any, or otherwise contain to any provisions not contained therein as of changed circumstances or events occurring subsequent to the date of this Agreement, that in either case in the reasonable opinion of such adaptations being reasonably acceptable to counsel to the Remarketing Agents materially changes the nature of the Notes or Agent. (g) Counsel for the Remarketing procedures Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent. (it being understood that notwithstanding h) Subsequent to the provisions of this clause (ii) Commencement Date and prior to the Trust and the Administrator applicable Remarketing Date, there shall not be prohibited from amending such documents); (iii) have been any decrease in the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn Company’s debt securities by a any “nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default ” (as defined in for purposes of Rule 436(g) under the Indenture), Securities Act) or any event which, with the giving notice given of notice any intended or passage potential decrease in any such rating or of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse possible change in any such rating that does not indicate the condition, financial or otherwise, or in the earnings, business affairs or business prospects direction of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedpossible change.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the terms Registration Covenants are applicable, no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Securities Act by the Commission or proceedings therefor initiated. (b) Subsequent to the Commencement Date, there shall not have been any material adverse change in the business, properties or financial condition of the Company (“Material Adverse Change”) from that set forth in the Disclosure Package or the Registration Statement (other than changes referred to in or contemplated by the Disclosure Package), and conditions that the Company shall have furnished to the Remarketing Agent a certificate of an executive officer of the Company, dated the applicable Remarketing Settlement Date, to the effect that, to the best of his or her knowledge, information and belief, there has been no such change. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Agency Agreement or Supplemental Date and Remarketing Agency AgreementSettlement Date, as and the case may be; (b) the due performance Company shall have performed in all material respects all covenants and agreements contained herein and in the Purchase Contract and Pledge Agreement to be performed on its part at or prior to such date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by each an authorized officer of the Trust and Company, dated the Administrator of its obligations and agreements as set forth in this Agreement and applicable Remarketing Settlement Date, to the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none effect of the following events shall exist for a class and as to such other matters as the Representatives may reasonably request, to the best of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clausehis or her knowledge: (i) all if the Registration Covenants are applicable, the Company has received no stop order suspending the effectiveness of the Notes Registration Statement, and no proceedings for which that purpose or pursuant to Section 8A of the Remarketing Agents are responsible for Remarketing under this Agreement shall Securities Act have been called instituted or threatened by SLM Corporation or any Affiliatethe Commission; (ii) without subsequent to the Commencement Date and prior written consent to the applicable Remarketing Date, there has not occurred any downgrading in the rating accorded to the Company’s senior debt securities by any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Securities Exchange Act, that rated the senior debt securities as of the Commencement Date; (iii) for the period from the Commencement Date to such Remarketing AgentsSettlement Date, there has not occurred any Material Adverse Change; (iv) the representations and warranties of the Company in Section 3 of this Agreement are true and correct in all material respects on and as of the applicable Remarketing Settlement Date. (e) On the date of a Successful Remarketing and on the Remarketing Settlement Date, the Indenture Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated each such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company who have certified the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement or the Notes Remarketing Materials, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any. (f) Each of counsel for the Company and the Company’s internal counsel shall have been amended furnished to the Remarketing Agent their opinion letter with respect to the Remarketed Debentures, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, addressing such matters with respect to the Debentures as are set forth in any mannersuch counsels’ opinion letters furnished pursuant to Section [ ] of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or otherwise contain to any provisions not contained therein as of changed circumstances or events occurring subsequent to the date of this Agreement, that in either case in such adaptations being reasonably acceptable to counsel to the reasonable opinion Remarketing Agent. (g) The counsel for the Remarketing Agent shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated as of the applicable Remarketing Agents materially changes the nature Settlement Date, addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section [ ] of the Notes or Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing procedures (it being understood that notwithstanding Materials, if any, or to any changed circumstances or events occurring subsequent to the provisions date of this clause (ii) Agreement, such adaptations being reasonably acceptable to the Trust and the Administrator shall not be prohibited from amending such documents);Remarketing Agent. (iiih) Subsequent to the rating of any securities of Commencement Date and prior to the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the applicable Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarketSettlement Date, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension trading in the Company’s common stock shall have been suspended by the Commission or material limitation in the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or Luxembourg Stock Exchange limited or other such exchange on which the Notes are then listed or any setting of minimum prices for trading shall have been established on such exchange; Exchange, (Bii) a general banking moratorium on commercial banking activities shall have been declared either by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Ciii) the any outbreak or material escalation of hostilities involving the United States or United Kingdom other calamity or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; crisis if the effect of any such event specified described in this clause (Ciii) on the financial markets of the United States, in the reasonable judgment of the Remarketing Agents Agent, makes it impracticable or inadvisable to proceed with the Remarketing consummation of the Notes Remarketing on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with Disclosure Package and the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedProspectus.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementThe Prospectus, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Dateif any, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes part thereof shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, issued and no proceeding for that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust purpose shall have been down-graded initiated or put under surveillance threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or review, including being put on CreditWatch the Prospectus or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization;otherwise shall have been complied with. (iv1) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading Trading in securities generally on the New York Stock Exchange shall not have been suspended or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; materially limited, (B2) a general moratorium on commercial banking activities in the State of New York or the United States shall not have been declared by any of United States Federal or New York State or Federal authorities, or by The Bank of England (3) there shall not have occurred any material outbreak, or the European Central Bankmaterial escalation, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving or other national or international calamity or crisis, of such magnitude and severity in its effect on the financial markets of the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) States, in the reasonable judgment of the Remarketing Agents makes it impracticable Agent, as to prevent or inadvisable materially impair the Remarketing, or enforcement of contracts for sale, of the Remarketed Senior Notes. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to proceed with be performed on their part at or prior to such Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the terms applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (3) the manner contemplated Registration Statement, as of its effective date, and the Remarketing Materials (other than the Preliminary Prospectus and Prospectus covered below), as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in this Agreement;light of the circumstances under which they were made, not misleading. (ve) an Event On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of Default (as defined the independent accountants of the Company, containing statements and information of the type ordinarily included in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, accountants’ “comfort letters” with respect to certain financial information contained in the Notes shall have occurred and be continuing;Remarketing Materials, if any. (vif) a material adverse change in Each of (i) outside counsel for the conditionCompany reasonably acceptable to the Remarketing Agent, financial or otherwise, or in and (ii) the earnings, business affairs or business prospects General Counsel of the Trust, whether or not arising in the ordinary course of businessCompany, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its opinion, addressed to the Reset Remarketing Agent and dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the officers’ certificateRemarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Sections 6(d) and 6(e) of the Underwriting Agreement, opinion adapted as necessary to relate to the securities being remarketed hereunder and comfort letter referred to therein and the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such other documents and opinions as adaptations being reasonably acceptable to counsel to the Remarketing Agent. (g) Counsel for the Remarketing Agents may reasonably require for Agent, shall have furnished to the purpose of enabling such counsel Remarketing Agent its opinion, addressed to pass upon the sale of Notes in Remarketing Agent and dated the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditionsapplicable Remarketing Date, in this Agreement contained; orform and substance reasonably satisfactory to the Remarketing Agent. (viiih) any Rating Agency Condition Subsequent to the Commencement Date and prior to the applicable Remarketing Date, there shall not have been timely satisfiedoccurred any downgrading, nor does the Company have any knowledge of any threatened or pending downgrading, of the Company’s or any of its subsidiaries’ claims-paying ability rating or financial strength rating by A.M. Best Company, Inc., Standard & Poor’s Rating Group, Xxxxx’x Investor Service, Inc., Fitch Ratings, Ltd. or any other “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act that currently has publicly released a rating of the claims-paying ability or financial strength of the Company or any subsidiary.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents Agent to perform its duties under this Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are Agent is responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing AgentsAgent, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents Agent materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded downgraded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their Agent exercises its option under Section 5 of this Agreement to purchase tendered Notes that they are it is not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents Agent on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents Agent may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfied.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The Prospectus, and any supplement thereto, has been filed in the terms manner and conditions within the time period required by Rule 424(b); each Issuer Free Writing Prospectus, if any, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been timely filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Remarketed Senior Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as the case may be;any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) (1) Trading in the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events Company’s securities shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall not have been called suspended by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture Commission or the Notes shall have been amended in any manner, New York Stock Exchange or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange shall not have been suspended or Luxembourg Stock Exchange limited or other such exchange on which the Notes are then listed or any setting of minimum prices for trading shall not have been established on such exchange; (B2) a general banking moratorium on commercial banking activities shall not have been declared either by any of United States Federal U.S. federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C3) the there shall not have occurred any outbreak or escalation of hostilities involving the United States or United Kingdom or the hostilities, declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if war or other calamity or crisis the effect of any such event specified in this clause (C) which on financial markets is such, in the reasonable sole judgment of the Remarketing Agents makes it impracticable Agent, as to prevent or inadvisable materially impair the Remarketing, or enforcement of contracts for sale, of the Remarketed Senior Notes. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to proceed with be performed on their part at or prior to such Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Notes Chief Financial Officer satisfactory to the Remarketing Agent stating that the representations and warranties of the Company in Section 3 are true and correct on and as of the terms applicable Remarketing Date and the Company has performed in the manner contemplated in this Agreement;all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date. (ve) an Event On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of Default (as defined the independent accountants of the Company, containing statements and information of the type ordinarily included in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, accountants’ “comfort letters” with respect to certain financial information contained in the Notes Remarketing Materials, if any. (f) Each of (i) U.S. outside counsel for the Company reasonably acceptable to the Remarketing Agent, (ii) counsel of the Company and (iii) outside Swedish counsel for the Company shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and be continuing;dated the applicable Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Sections 5(c), 5(d) and 5(f), respectively, of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (vig) a material adverse change in Counsel for the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of businessRemarketing Agent, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its opinion, addressed to the Reset Remarketing Agent and dated the applicable Remarketing Date, the officers’ certificate, opinion in form and comfort letter referred substance reasonably satisfactory to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for Agent. (h) Subsequent to the purpose of enabling such counsel Commencement Date and prior to pass upon the sale of Notes applicable Remarketing Date, there shall not have been any decrease in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness rating of any of the representations and warranties, Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or the fulfillment any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedpossible change.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementThe Prospectus, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Dateif any, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes part thereof shall have been amended issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in any manner, the Registration Statement or the Prospectus or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures shall have been complied with. (it being understood that notwithstanding the provisions of this clause (ii1) the Trust and the Administrator Trading generally shall not be prohibited from amending such documents); have been suspended or materially limited on the New York Stock Exchange, (iii2) the rating trading of any securities of the Trust Company shall not have been down-graded materially suspended or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally limited on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (B3) a general moratorium on commercial banking activities in New York shall not have been declared by any of United States either Federal or New York State authorities, or by The Bank of England or (4) there shall not have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the any outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; war or other calamity or crisis, if the effect of any such event specified in this clause (C4) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event The representations and warranties of Default (the Company contained herein shall be true and correct in all material respects on and as defined of the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Indenture)Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Date, of the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (3) the Registration Statement, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any event whichuntrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, with in light of the giving circumstances under which they were made, not misleading. (e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of notice or passage Ernst & Young LLP, the independent accountants of timethe Company, or both, would constitute an Event containing statements and information of Default, the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Notes shall have occurred and be continuing;Remarketing Materials, if any. (vif) a material adverse change in Each of (1) the conditionGeneral Counsel to the Company, financial or otherwise(2) Debevoise & Xxxxxxxx, or in counsel to the earningsCompany and (3) Drinker, business affairs or business prospects of Xxxxxx & Xxxxx LLP, New Jersey counsel to the Trust, whether or not arising in the ordinary course of businessCompany, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its opinion, addressed to the Reset Remarketing Agent and dated the Remarketing Date, in form and substance reasonably satisfactory to the officers’ certificateapplicable Remarketing Agent addressing such matters as are set forth in such counsel's opinion furnished pursuant to Sections 6(b), opinion 6(c) and comfort letter referred 6(d) of the Underwriting Agreement, adapted as necessary to therein relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such other documents and opinions as adaptations being reasonably acceptable to counsel to the Remarketing Agent. (g) Xxxxx Xxxx & Xxxxxxxx, counsel for the Remarketing Agents may reasonably require Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (h) Subsequent to the execution and delivery of this Agreement and prior to the applicable Remarketing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for the purpose of enabling such counsel to pass upon the sale of Notes a possible change that does not indicate an improvement, in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of rating accorded any of the representations and warranties, or Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedSecurities Act.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents Agent hereunder are subject to perform its duties under this Agreement shall be subject tothe following conditions: (a) The Prospectus shall have been timely filed with the terms and conditions Commission; no stop order suspending the effectiveness of the applicable Registration Statement or any part thereof or suspending the qualification of the Indenture shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company and its subsidiaries taken as a whole, that, in the judgment of the Remarketing Agency Agreement Agent, materially impairs the investment quality of the Notes, in each case other than as set forth in or Supplemental contemplated by the Registration Statement or Prospectus. (c) The representations and warranties of the Company and [Capital Funding] [the Trust] contained herein shall be true and correct in all material respects on and as of the Remarketing Agency AgreementDate, and the Company shall have performed in all material respects all covenants and agreements herein contained to be performed on its part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of [the President or a Vice President and a financial or accounting officer of the Company] stating that to the best of their knowledge after reasonable investigation: (i) no order suspending the effectiveness of the Registration Statement or prohibiting the sale of the Remarketed Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) the representations and warranties of the Company in Section 3 are true and correct in all material respects on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to the Remarketing Date; (iii) the Registration Statement, as of its Effective Date, and the Prospectus and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of PricewaterhouseCoopers LLP, or such other firm of nationally recognized independent public accountants satisfactory to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Prospectus and in the Remarketing Materials. (f) Counsel to the Company shall have furnished to the Remarketing Agent its opinion letter or opinion letters, as the case may be; (b) , addressed to the due performance Remarketing Agent and dated the Remarketing Date, in all material respects by each of form and substance satisfactory to the Trust and the Administrator of its obligations and agreements Remarketing Agent as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; andas Exhibit A hereto. (cg) On or after the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date execution and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date delivery of this Agreement, that in either case no downgrading shall have occurred in the reasonable opinion of rating accorded the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of Company's debt securities by any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a "nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes ", as that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration term is defined by the United States or Commission for purposes of Rule 436(g)(2) under the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedSecurities Act.]

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the Registration Covenants are applicable, no stop order suspending the effectiveness of the Registration Statements shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Remarketed Notes shall have been initiated or, to the knowledge of the Company, threatened by the Commission. (b) Subsequent to the Commencement Date, there shall not have been any change in the financial position, shareowners’ equity, results of operations, business, operations or properties of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Disclosure Package, the effect of which is, when viewed in relation to the Company and its subsidiaries taken as a whole, in the reasonable judgment of the Remarketing Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the Remarketing on the terms and conditions in the manner contemplated in the Disclosure Package (a “Material Adverse Change”). (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Agency Agreement or Supplemental Date and Remarketing Agency AgreementSettlement Date, as and the case may be; (b) the due performance Company shall have performed in all material respects all covenants and agreements contained herein and in the Purchase Contract and Pledge Agreement to be performed on its part at or prior to such date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by each an authorized officer of the Trust and Company, dated the Administrator of its obligations and agreements as set forth in this Agreement and applicable Remarketing Settlement Date, to the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none effect of the following events shall exist for a class and as to such other matters as the Representatives may reasonably request, to the best of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clausehis or her knowledge: (i) all if the Registration Covenants are applicable, the Company has received no stop order suspending the effectiveness of the Notes Registration Statement, and no proceedings for which that purpose or pursuant to Section 8A of the Remarketing Agents are responsible for Remarketing under this Agreement shall Securities Act have been called instituted or threatened by SLM Corporation or any Affiliatethe Commission; (ii) without subsequent to the Commencement Date and prior written consent to the applicable Remarketing Date, there has not occurred any downgrading in the rating accorded to the Company’s senior debt securities by any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Securities Exchange Act, that rated the senior debt securities as of the Commencement Date; (iii) for the period from the Commencement Date to such Remarketing AgentsSettlement Date, there has not occurred any Material Adverse Change; (iv) the representations and warranties of the Company in Section 3 of this Agreement are true and correct in all material respects on and as of the applicable Remarketing Settlement Date. (e) On the date of a Successful Remarketing and on the Remarketing Settlement Date, the Indenture Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated each such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company who have certified the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement or the Notes Remarketing Materials, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any. (f) Each of counsel for the Company and the Company’s General Counsel shall have been amended furnished to the Remarketing Agent their opinion letter with respect to the Remarketed Notes, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, addressing such matters with respect to the Notes as are set forth in any mannersuch counsels’ opinion letters furnished pursuant to Section 8(c) and (d) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or otherwise contain to any provisions not contained therein as of changed circumstances or events occurring subsequent to the date of this Agreement, that in either case in such adaptations being reasonably acceptable to counsel to the reasonable opinion Remarketing Agent. (g) Each of the counsels for the Remarketing Agent (or a single counsel, at the option of the Remarketing Agents materially changes Agent) shall have furnished to the nature Remarketing Agent its opinion, addressed to the Remarketing Agent and dated as of the Notes or applicable Remarketing Settlement Date, addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 8(b) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing procedures (it being understood that notwithstanding Materials, if any, or to any changed circumstances or events occurring subsequent to the provisions date of this clause (ii) Agreement, such adaptations being reasonably acceptable to the Trust and the Administrator shall not be prohibited from amending such documents);Remarketing Agent. (iiih) Subsequent to the rating of any securities of Commencement Date and prior to the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the applicable Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarketSettlement Date, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension trading in the Company’s common stock shall have been suspended by the Commission or material limitation in the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or Luxembourg Stock Exchange limited or other such exchange on which the Notes are then listed or any setting of minimum prices for trading shall have been established on such exchange; Exchange, (Bii) a general banking moratorium on commercial banking activities shall have been declared either by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Ciii) the any outbreak or material escalation of hostilities involving the United States or United Kingdom other calamity or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; crisis if the effect of any such event specified described in this clause (Ciii) on the financial markets of the United States, in the reasonable judgment of the Remarketing Agents Agent, makes it impracticable or inadvisable to proceed with the Remarketing consummation of the Notes Remarketing on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with Disclosure Package and the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedProspectus.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the terms and conditions Registration Covenants are applicable, no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statements shall have been issued and no proceeding for that purpose or Supplemental Remarketing Agency Agreementpursuant to Section 8A of the Securities Act against the Company or related to the offering of the Remarketed Notes shall have been initiated or, as to the case may be;knowledge of the Company, threatened by the Commission. (b) Subsequent to the due performance Commencement Date, there shall not have been any change in all material respects by each the financial position, shareowners’ equity, results of operations, business, operations or properties of the Trust Company and the Administrator of its obligations and agreements subsidiaries, otherwise than as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case contemplated in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or reviewDisclosure Package, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified which is, when viewed in this clause (C) relation to the Company and its subsidiaries taken as a whole, in the reasonable judgment of the Remarketing Agents makes Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the Remarketing completion of the Notes Remarketing on the terms and in the manner contemplated in this Agreementthe Disclosure Package (a “Material Adverse Change”). (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and Remarketing Settlement Date, and the Company shall have performed in all material respects all covenants and agreements contained herein and in the Purchase Contract and Pledge Agreement to be performed on its part at or prior to such date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by an authorized officer of the Company, dated the applicable Remarketing Settlement Date, to the effect of the following and as to such other matters as the Representatives may reasonably request, to the best of his or her knowledge: (i) if the Registration Covenants are applicable, the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or threatened by the Commission; (vii) an Event of Default (subsequent to the Commencement Date and prior to the applicable Remarketing Date, there has not occurred any downgrading in the rating accorded to the Company’s senior debt securities by any nationally recognized statistical rating organization, as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (viSection 3(a)(62) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the TrustSecurities Exchange Act, whether or not arising in that rated the ordinary course senior debt securities as of business, shall have occurred; the Commencement Date; (viiiii) if required pursuant for the period from the Commencement Date to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the such Remarketing Agents on the Reset Settlement Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of there has not occurred any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfied.Material Adverse Change;

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the Registration Covenants are applicable, no stop order suspending the effectiveness of the Registration Statements shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Remarketed Notes shall have been initiated or, to the knowledge of the Company, threatened by the Commission. (b) Subsequent to the Commencement Date, there shall not have been any change in the financial position, shareowners’ equity, results of operations, business, operations or properties of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Disclosure Package, the effect of which is, when viewed in relation to the Company and its subsidiaries taken as a whole, in the reasonable judgment of the Remarketing Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the Remarketing on the terms and conditions in the manner contemplated in the Disclosure Package (a “Material Adverse Change”). (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Agency Agreement or Supplemental Date and Remarketing Agency AgreementSettlement Date, as and the case may be; (b) the due performance Company shall have performed in all material respects all covenants and agreements contained herein and in the Purchase Contract and Pledge Agreement to be performed on its part at or prior to such date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by each an authorized officer of the Trust and Company, dated the Administrator of its obligations and agreements as set forth in this Agreement and applicable Remarketing Settlement Date, to the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none effect of the following events shall exist for a class and as to such other matters as the Representatives may reasonably request, to the best of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clausehis or her knowledge: (i) all if the Registration Covenants are applicable, the Company has received no stop order suspending the effectiveness of the Notes Registration Statement, and no proceedings for which that purpose or pursuant to Section 8A of the Remarketing Agents are responsible for Remarketing under this Agreement shall Securities Act have been called instituted or threatened by SLM Corporation or any Affiliatethe Commission; (ii) without subsequent to the Commencement Date and prior written consent to the applicable Remarketing Date, there has not occurred any downgrading in the rating accorded to the Company’s senior debt securities by any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Securities Exchange Act, that rated the senior debt securities as of the Commencement Date; (iii) for the period from the Commencement Date to such Remarketing AgentsSettlement Date, there has not occurred any Material Adverse Change; (iv) the representations and warranties of the Company in Section 3 of this Agreement are true and correct in all material respects on and as of the applicable Remarketing Settlement Date. (e) On the date of a Successful Remarketing and on the Remarketing Settlement Date, the Indenture Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated each such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company who have certified the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement or the Notes Remarketing Materials, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any. (f) Each of counsel for the Company and the Company’s General Counsel shall have been amended furnished to the Remarketing Agent their opinion letter with respect to the Remarketed Notes, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, addressing such matters with respect to the Notes as are set forth in any mannersuch counsels’ opinion letters furnished pursuant to Section 7(a)(ii) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or otherwise contain to any provisions not contained therein as of changed circumstances or events occurring subsequent to the date of this Agreement, that in either case in such adaptations being reasonably acceptable to counsel to the reasonable opinion Remarketing Agent. (g) Counsel for the Remarketing Agent shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated as of the applicable Remarketing Agents materially changes the nature Settlement Date, addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 7(a)(ii) of the Notes or Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing procedures (it being understood that notwithstanding Materials, if any, or to any changed circumstances or events occurring subsequent to the provisions date of this clause (ii) Agreement, such adaptations being reasonably acceptable to the Trust and the Administrator shall not be prohibited from amending such documents);Remarketing Agent. (iiih) Subsequent to the rating of any securities of Commencement Date and prior to the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the applicable Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarketSettlement Date, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension trading in the Company’s common stock shall have been suspended by the Commission or material limitation in the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or Luxembourg Stock Exchange limited or other such exchange on which the Notes are then listed or any setting of minimum prices for trading shall have been established on such exchange; Exchange, (Bii) a general banking moratorium on commercial banking activities shall have been declared either by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Ciii) the any outbreak or material escalation of hostilities involving the United States or United Kingdom other calamity or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; crisis if the effect of any such event specified described in this clause (Ciii) on the financial markets of the United States, in the reasonable judgment of the Remarketing Agents Agent, makes it impracticable or inadvisable to proceed with the Remarketing consummation of the Notes Remarketing on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with Disclosure Package and the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedProspectus.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The representations and warranties of the terms Company contained herein shall be true and conditions correct in all material respects on and as of the applicable Remarketing Agency Date and the settlement date for the applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Supplemental Remarketing Agency Agreement, as the case may be;Pledge Agreement to be performed on their part at or prior to such date. (b) During the due performance period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in all material respects by each of the Trust its reasonable discretion, until (and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (cincluding) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension Trading generally shall have been suspended or material limitation in trading in securities generally materially limited on the New York Stock Exchange Exchange, (ii) trading of any securities of the Company shall have been materially suspended or Luxembourg limited on the New York Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (Biii) a general banking moratorium on commercial banking activities shall have been declared by any of United States either Federal or New York State authorities, or by The Bank of England or (iv) there shall have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or any escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; , if the effect of any such event specified in this clause (Cb) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event of Default (as defined The Prospectus, if any, shall have been filed with the Commission pursuant to Rule 424(b) in the Indenture)manner and within the time period required by Rule 424(b) under the Securities Act; no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any event whichpost-effective amendment to the Registration Statement shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (d) The Company shall have furnished to the Remarketing Agent a certificate, with dated the giving applicable Remarketing Date, of notice or passage the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of timethe Registration Statement, if any, or bothprohibiting the sale of the Remarketed Senior Notes is in effect, would constitute an Event and no proceedings for such purpose are pending before or, to the knowledge of Defaultsuch officers, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (3) the Registration Statement, if any, as of its effective date, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus or any other Remarketing Material did not, as of the date of such Prospectus or such Remarketing Material, if any, contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, from the Company’s independent accountants reasonably acceptable to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the Notes financial statements and certain financial information of the Company and its consolidated subsidiaries contained in the Remarketing Materials, if any. (f) The General Counsel for the Company shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and be continuing;dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 5(e) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (vig) a material adverse change in the condition, financial or otherwiseXxxxxxxx & Xxxxxxxx LLP, or in such other counsel reasonably acceptable to the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of businessRemarketing Agent, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its written opinion and letter, as special counsel to the Reset Company, addressed to the Remarketing Agent and dated such Delivery Date, in form and substance satisfactory to the officers’ certificateRemarketing Agent in form and substance satisfactory to the Remarketing Agent as set forth in Exhibit A to the Underwriting Agreement. (h) Xxxxx Xxxx & Xxxxxxxx, opinion and comfort letter referred to therein and or such other documents and opinions counsel reasonably acceptable to the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, as counsel for to the Remarketing Agents may reasonably require Agent, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (i) During the period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in its reasonable discretion, until (and including) the Remarketing Date and prior to the applicable Remarketing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for the purpose of enabling such counsel to pass upon the sale of Notes a possible change that does not indicate an improvement, in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of rating accorded any of the representations and warranties, or Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the fulfillment of any of the conditions, in this Agreement contained; orSecurities Act. (viiij) any Rating Agency Condition The Senior Notes shall not have been timely called for redemption following the occurrence of a Special Event. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties Agent under this Remarketing Agreement have been undertaken in reliance on, and shall be subject to: , (a) the terms due performance in all material respects by the Company of its obligations and conditions agreements as set forth in this Remarketing Agreement and the accuracy of the applicable representations and warranties in this Remarketing Agency Agreement or Supplemental Remarketing Agency Agreementand any certificate delivered pursuant hereto, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator Company of its obligations and agreements as set forth in this Agreement in, and the accuracy in all material respects as of the dates specified therein of the representations and warranties in this contained in, the Distribution Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition conditions that (i) none of the following events shall exist for a class of Notes at any time between during which a Remarketing Terms Determination Date and Reset Date, or, with respect Agent would otherwise be obligated to clause (iv) below, at the time set forth in such clausetake any action under this Remarketing Agreement: (i1) all of the Notes for which the such Remarketing Agents are Agent is responsible for Remarketing under this Agreement hereunder shall have been called by SLM Corporation for redemption, tendered for repurchase or any Affiliatepurchased pursuant to a Special Mandatory Purchase; (ii2) without the prior written consent of the such Remarketing AgentsAgent, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions provision not contained therein as of the date of this Agreementhereof, that in either case in the reasonable opinion of the such Remarketing Agents Agent materially changes the nature of the Notes or the Remarketing remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii2) the Trust and the Administrator Company shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A3) a suspension or material limitation in trading in securities generally on either the American Stock Exchange or the New York Stock Exchange or Luxembourg Stock Exchange the suspension of trading of the Company's securities on any exchange shall have occurred or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general banking moratorium on commercial banking activities shall have been declared by any of United States Federal federal, or New York State York, authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or ; (C4) the any outbreak or escalation of hostilities involving the United States major hostilities, any declaration of war by Congress or United Kingdom any other substantial calamity or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or warshall have occurred; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement;or (v5) an Event of Default (as defined in the Indenture), a material adverse change or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect development which could reasonably be expected to the Notes shall have occurred and be continuing; (vi) result in a material adverse change in the financial condition, financial results of operations or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, Company and its subsidiaries considered as one enterprise shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfied.and

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents Agent hereunder are subject to perform its duties under this Agreement shall be subject tothe following conditions: (a) The Prospectus shall have been timely filed with the terms and conditions Commission; no stop order suspending the effectiveness of the applicable Registration Statement or any part thereof or suspending the qualification of the Indenture shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company and its subsidiaries taken as a whole, that, in the judgment of the Remarketing Agency Agreement Agent, materially impairs the investment quality of the Notes, in each case other than as set forth in or Supplemental contemplated by the Registration Statement or Prospectus. (c) The representations and warranties of the Company and [Capital Funding] [the Trust] contained herein shall be true and correct in all material respects on and as of the Remarketing Agency AgreementDate, and the Company shall have performed in all material respects all covenants and agreements herein contained to be performed on its part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of [the President or a Vice President and a financial or accounting officer of the Company] stating that to the best of their knowledge after reasonable investigation: (i) no order suspending the effectiveness of the Registration Statement or prohibiting the sale of the Remarketed Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) the representations and warranties of the Company in Section 3 are true and correct in all material respects on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to the Remarketing Date; (iii) the Registration Statement, as of its Effective Date, and the Prospectus and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of PricewaterhouseCoopers LLP, or such other firm of nationally recognized independent public accountants satisfactory to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Prospectus and in the Remarketing Materials. (f) Counsel to the Company shall have furnished to the Remarketing Agent its opinion letter or opinion letters, as the case may be; (b) , addressed to the due performance Remarketing Agent and dated the Remarketing Date, in all material respects by each of form and substance satisfactory to the Trust and the Administrator of its obligations and agreements Remarketing Agent as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; andas Exhibit A hereto. (cg) On or after the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date execution and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date delivery of this Agreement, that in either case no downgrading shall have occurred in the reasonable opinion of rating accorded the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of Company’s debt securities by any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a “nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes ”, as that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration term is defined by the United States or Commission for purposes of Rule 436(g)(2) under the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedSecurities Act.]

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents Agent hereunder are subject to perform its duties under this Agreement shall be subject tothe following conditions: (a) The Prospectus shall have been timely filed with the terms and conditions Commission; no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as any part thereof or suspending the case may be;qualification of the Indenture shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) The Remarketing Agent shall not have discovered and disclosed to the due performance Company prior to or on the Remarketing Date that the Prospectus, the Registration Statement, or the Remarketing Materials or any amendment or supplement thereto contains any untrue statement of a fact which, in all the opinion of counsel for the Remarketing Agent, is material respects by each or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been any material adverse change in the financial position or results of operations of the Trust Company and its subsidiaries taken as a whole, whether or not arising from transactions in the Administrator ordinary course of its obligations and agreements business, in each case other than as set forth in this Agreement or contemplated by the Registration Statement or Prospectus and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust Company and the Administrator its subsidiaries shall not be prohibited have sustained any material loss or interference with their business, taken as a whole, from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded fire, explosion, flood or put under surveillance other calamity, whether or review, including being put on CreditWatch or Watch List with negative implicationsnot covered by insurance, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension labor dispute or material limitation in trading in securities generally on the New York Stock Exchange court or Luxembourg Stock Exchange legislative or other such exchange on which the Notes are then listed governmental action, order or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authoritiesdecree, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents Agent, any such material adverse change makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreementthe Prospectus and in the Remarketing Materials. (d) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Remarketing Date, and the Company shall have performed in all material respects all covenants and agreements herein contained to be performed on its part at or prior to the Remarketing Date. (e) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of (i) either the Chairman, Chief Executive Officer and President or the Executive Vice President--Finance and Chief Financial Officer and (ii) either the Vice President and Treasurer or the Vice President, Deputy General Counsel and Secretary, stating that: (i) no order suspending the effectiveness of the Registration Statement or prohibiting the sale of the Remarketed Senior Deferrable Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) the representations and warranties of the Company in Section 3 are true and correct in all material respects on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to the Remarketing Date; (iii) the Registration Statement, as of its Effective Date, and the Prospectus and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (f) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of Xxxxxx Xxxxxxxx LLP, or such other firm of nationally recognized independent public accountants satisfactory to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Prospectus and in the Remarketing Materials. (g) Counsel to the Company shall have furnished to the Remarketing Agent its opinion letter or opinion letters, as the case may be, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance satisfactory to the Remarketing Agent, to the effect that: (i) The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Georgia with corporate power to own its properties and conduct its businesses as described in the Prospectus. (ii) The Registration Statement was declared effective under the Securities Act, as of the date and time specified in such opinion, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations specified in such opinion on the date specified therein and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the Commission. (iii) The Registration Statement, as of its Effective Date, and the Prospectus, as of its date, and any further amendments or supplements thereto, as of their respective dates, made by the Company prior to the Purchase Contract Settlement Date (other than the financial statements, related schedules and other financial data contained therein, as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act; and the documents incorporated by reference in the Prospectus and any further amendment or supplement to any such incorporated document made by the Company prior to the Purchase Contract Settlement Date (other than the financial statements, related schedules and other financial data contained therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and the Indenture conforms in all material respects to the requirements of the Trust Indenture Act and the applicable rules and regulations thereunder. (iv) The statements contained in the Prospectus under the caption "Description of the Senior Deferrable Notes", insofar as it purports to constitute summaries of certain terms of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (v) an Event The Indenture has been duly authorized, executed and delivered by the Company and (assuming that the Indenture is the valid and legally binding obligation of Default (as defined the Senior Trustee) constitutes a valid and binding agreement of each of the Company enforceable against it in the Indenture)accordance with its terms, or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect subject to the Notes shall have occurred effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and be continuing;other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (vi) a material adverse change in This Agreement has been duly authorized, executed and delivered by the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred;Company. (vii) if required pursuant The Transactions will not conflict with or constitute a breach of or default under the Restated Articles of Incorporation or Bylaws of the Company or any of its subsidiaries, or to Section 7(f) abovesuch counsel's knowledge, the Trust any indenture, agreement or the Administrator shall fail to furnish undertaking material to the Remarketing Agents on Company and its subsidiaries taken as a whole to which the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose Company or any of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedingsits subsidiaries is a party or by which it is bound, or in order any applicable law, or, to evidence the accuracy and completeness of such counsel's knowledge, any of the representations and warranties, administrative regulation or the fulfillment of any of the conditions, in this Agreement contained; orcourt decree. (viii) Except for consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws, no consent, approval, authorization or order of, or filing or registration with, any Rating Agency Condition such court or governmental agency or body is required for the Transactions. (ix) To such counsel's knowledge, there are no material pending or threatened legal proceeding or any governmental proceeding instituted or threatened against the Company of a character required to be disclosed in the Registration Statement that is not adequately disclosed in the Prospectus. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America and the laws of the State of Georgia and New York. Such counsel shall also advise the Remarketing Agent that although such counsel is not passing upon and assumes no responsibility or liability for the accuracy, completeness or fairness of the statements contained in the documents incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company prior to such Remarketing Date, they have been timely satisfiedno reason to believe that any of such documents (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when such documents became effective or were filed with the Commission, as the case may be, contained, in the case of a registration statement which became effective under the Securities Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Securities Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such documents were so filed, not misleading. Such counsel shall also advise the Remarketing Agent that although such counsel is not passing upon and, except as set forth in clause (iv) above, assumes no responsibility or liability for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus and the Remarketing Materials and any further amendments and supplements thereto made by the Company prior to such date, they have no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) 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 or that, as of its date, the Prospectus and the Remarketing Materials or any further amendment or supplement thereto made by the Company prior to such Remarketing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that, as of such Remarketing Date, either the Registration Statement, the Prospectus or the Remarketing Materials or any further amendment or supplement thereto made by the Company prior to such Remarketing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and they do not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or the Remarketing Materials or required to be described in the Registration Statement, the Prospectus or the Remarketing Materials which were not filed or incorporated by reference or described as required. (h) On or after the execution and delivery of this Agreement, no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act.

Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder are subject to the accuracy, on and as of the date when made, of the representations and warranties of the Company and the Trust, jointly and severally, contained herein, to the performance by the Company and the Trust, jointly and severally, of their obligations hereunder and to each of the following additional conditions. The Remarketing Agents Agent may in its sole discretion waive on their behalf compliance with any conditions to perform its duties under this Agreement shall be subject to:obligations hereunder. (a) On the terms and conditions Remarketing Date at 9:30 a.m., New York City time, PriceWaterhouseCoopers LLP, the independent auditors, or another independent accounting firm with nationally recognized reputation, that have audited the consolidated financial statements of the applicable Company, shall have furnished to the Remarketing Agency Agent a letter or letters, dated the respective dates of delivery thereof, in form and substance reasonably satisfactory to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Prospectus and in the Remarketing Materials. (b) No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the trustees of the Trust, shall be contemplated by the Commission. (c) Subsequent to the execution of this Agreement (i) there shall not have occurred any change, or Supplemental any development involving a prospective change, in or affecting particularly the business or properties of the Company, the Trust or its subsidiaries which, in the judgment of the Remarketing Agency AgreementAgent, materially impairs the investment quality of the Trust Securities, the Notes or the Guarantee; (ii) trading generally shall not have been suspended or materially limited on or by, as the case may be;, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade; (iii) trading of any securities of the Company or the Trust shall not have been suspended on any exchange or in any over-the-counter market; (iv) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (v) no banking moratorium shall have been declared by Federal or New York authorities; and (vi) there shall not have occurred any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Remarketing Agent, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical to proceed with completion of the Remarketing. (bd) The Trust Preferred Securities shall have been duly listed, on the due performance in all material respects by each New York Stock Exchange. (e) The Company and the Trust shall have complied with the provisions of Section 4(c) hereof with respect to the furnishing of a Prospectus on the New York Business Day next succeeding the date of this Agreement. (f) The Remarketing Agent shall have received a certificate, dated the Remarketing Date, of any vice-president and a principal financial or accounting officer of the Trust and Company in which such officers, to the Administrator best of its obligations and agreements as set forth in this Agreement and the accuracy of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Remarketing Date, that no stop order suspending the effectiveness of the Registration Statement or of any certificate delivered pursuant part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to this Agreement; andthe date of the most recent financial statements in the Prospectus, there has been no material adverse change in the business, financial position or results of operations of the Company and its subsidiaries except as set forth or contemplated by the Prospectus or as described in such certificate. (cg) the further condition that none Thomas D. Hyde, Senior Vice Presixxxx xxx Xxxxxal Counsel of the following events Company, shall exist for a class of Notes at any time between a have furnished to the Remarketing Terms Determination Date and Reset Agent his written opinion, dated the Remarketing Date, orin form and substance reasonably satisfactory to the Remarketing Agent, with respect to clause (iv) below, at the time set forth in such clauseeffect that: (i) all The Company is duly incorporated, validly existing and in good standing under the laws of the Notes for State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which it owns or leases substantial properties or in which the Remarketing Agents are responsible for Remarketing under this Agreement shall conduct of its business requires such qualification, except where the failure to be so qualified would not have been called by SLM Corporation or any Affiliate;a material adverse effect on the Company. (ii) without The Notes have been duly authorized, executed and delivered by the prior written Company and (assuming due authentication by the Indenture Trustee) constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and are enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (iii) The Trust Preferred Securities have been duly authorized, executed and delivered by the Company and (assuming due authentication by the Property Trustee) constitute valid and binding obligations of the Company entitled to the benefits of the Declaration and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (iv) The Guarantee Agreement has been duly authorized, executed and delivered by the Company and (assuming due authentication by the Guarantee Trustee) constitutes valid and binding obligations of the Company and enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (v) The execution, delivery and performance of the Transaction Agreements and the Remarketing Agreement and the issuance and sale of the Securities and compliance with the terms and provisions thereof did not and will not, as the case may be, result in a breach or violation of any of the terms and provisions of or constitute a default under (a) any order known to such counsel of any governmental agency having jurisdiction over the Company or any of its properties or any agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the properties of the Company is subject, which would cause a material adverse change in the financial position, shareholders' equity or results of operations of the Company or affect the validity of the Securities or the legal authority of the Company to comply with the terms of the Securities or the Transaction Agreements or (B) the Certificate of Incorporation or by-laws of the Company, and the Company has full power and authority to authorize and cause the Preferred Securities to be Remarketed as contemplated by this Agreement. (vi) The unissued shares of Common Stock to be issued and sold by the Company pursuant to the Purchase Contracts have been duly and validly authorized and reserved for issuance and when issued and delivered in accordance with the provisions of the Purchase Contracts, will be duly and validly issued, fully paid and non-assessable. (vii) Each of the Transaction Agreements has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (viii) The Remarketing Agreement has been duly authorized, executed and delivered by the Company. (ix) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the transactions contemplated by the Remarketing AgentsAgreement, except such as may be required under the Securities Act and state securities or Blue Sky laws. (x) There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any Securities issuable pursuant to the Company's Certificate of Incorporation or by-laws or any agreement or other instrument known to such counsel, except as such preemptive or other rights and/or restrictions are expected with respect to the transactions contemplated by the Purchase Contract Agreement, the Indenture Pledge Agreement and the Declaration of Trust. In addition, Mr. Hyde shall state that he or oxxxxx xxrking under his supervision have participated in conferences with officers and other representatives of the Company, outside counsel for the Company, representatives of the independent public accountants for the Company, and the Remarketing Agent, at which the contents of the Registration Statement and Prospectus and related matters were discussed and, although he is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, on the basis of the foregoing and on his ongoing representation of the Company, no facts have come to his attention that lead him to believe that (i) such registration statement, at the time such registration statement became effective, or the Notes shall have been amended in any mannerRegistration Statement, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in or any amendment or supplement to the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes Registration Statement or the Remarketing procedures (it being understood that notwithstanding Prospectus, 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 provisions of this clause statements therein not misleading, or (ii) that the Trust Prospectus, as of its date and the Administrator shall not be prohibited from amending such documents); (iii) Remarketing Date, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the rating of any securities statements therein, in light of the Trust shall have been down-graded or put circumstances under surveillance or reviewwhich they were made, including being put on CreditWatch or Watch List not misleading, except that he need express no opinion with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise respect to the time financial statements, schedules and other financial and statistical data included or incorporated by reference in the Registration Statement or Prospectus or with respect to the Form T-1. Notwithstanding of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authoritiesforgoing, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of securities subject to the Remarketing Agents makes it impracticable or inadvisable are the Notes, such counsel shall have furnished to proceed the Remarketing Agent his written opinion, dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent, to the effect set forth above, with such modifications as the Remarketing Agent deems appropriate to reflect the fact that such opinion is given in connection with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedNotes.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement hereunder shall be subject toto the following conditions: (a) If the terms and conditions Registration Covenants are applicable, no stop order with respect to the effectiveness of the applicable Remarketing Agency Agreement Registration Statement shall have been issued under the Securities Act by the Commission or Supplemental Remarketing Agency Agreement, as the case may be;proceedings therefor initiated. (b) Subsequent to the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Commencement Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall not have occurred from the time of such exercise to the time of such purchase been any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the conditionbusiness, properties or financial or otherwise, or in the earnings, business affairs or business prospects condition of the TrustCompany, whether or not arising in the ordinary course of business, from that set forth in the Disclosure Package or the Registration Statement (other than changes referred to in or contemplated by the Disclosure Package) (“Material Adverse Change”), and the Company shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on a certificate of an executive officer of the Reset Company, dated the applicable Remarketing Settlement Date, to the officers’ certificateeffect that, opinion to the best of his or her knowledge, information and comfort letter referred belief, there has been no such change. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and Remarketing Settlement Date, and the Company shall have performed in all material respects all covenants and agreements contained herein and in the Purchase Contract and Pledge Agreement to therein be performed on its part at or prior to such date. (d) The Company shall have furnished to the Remarketing Agents a written certificate of the President or any Vice President, Treasurer or Assistant Treasurer of the Company, dated the applicable Remarketing Settlement Date, to the effect of the following and as to such other documents and opinions matters as counsel for the Remarketing Agents may reasonably require request: (i) if the Registration Covenants are applicable, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company have been initiated or, to the knowledge of the Company, threatened by the Commission; and (ii) the representations and warranties of the Company in Section 3 of this Agreement are true and correct in all material respects on and as of the applicable Remarketing Settlement Date. (e) On the date of a Successful Remarketing and on the Remarketing Settlement Date, the Remarketing Agents shall have received from Deloitte & Touche LLP, a letter or letters addressed to the Remarketing Agents (which may refer to letters previously delivered to the Remarketing Agents) dated the respective dates of delivery thereof to the effect that: (A) they are an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations; (B) in their opinion, the financial statements audited by them and incorporated by reference in the Registration Statement or the Remarketing Materials, comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations under the Exchange Act; (C) on the basis of certain limited procedures performed through a specified date not more than three business days prior to the date of such letter, namely (i) reading the minute books of the Company; (ii) performing the procedures specified by the standards of the Public Company Accounting Oversight Board (United States) for a review of interim financial statement information as described in PCAOB AS 4105, “Reviews of Interim Financial Information,” on the unaudited financial statements, if any, of the Company included or incorporated by reference in the Registration Statement or the Remarketing Materials and on the latest available unaudited financial statements of the Company, if any, for any calendar quarter subsequent to the date of those included or incorporated by reference in the Registration Statement or the Remarketing Materials; and (iii) making inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding such unaudited financial statements or any specified unaudited amounts derived therefrom (it being understood that the foregoing procedures do not constitute an audit performed in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche LLP make no representations as to the sufficiency of such procedures for the purpose Remarketing Agents’ purposes), nothing came to their attention that caused them to believe that: (1) any material modifications should be made to the unaudited condensed financial statements, if any, included or incorporated by reference in the Registration Statement or the Remarketing Materials, for them to be in conformity with GAAP; (2) such unaudited condensed financial statements do not comply as to form in all material respects with the applicable accounting requirements of enabling the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder; (3) Consolidated Net Income Attributable to Southern Company set forth in the Registration Statement or the Remarketing Materials does not agree with the amounts set forth in or derived from the audited or unaudited financial statements for the same period; (4) as of a specified date not more than three business days prior to the date of delivery of such letter, there has been any change in the capital stock or long-term debt of the Company or any decrease in net assets as compared with amounts shown in the latest audited or unaudited balance sheet incorporated by reference in the Registration Statement or the Remarketing Materials, except in each case for changes or decreases which (i) the Registration Statement or the Remarketing Materials disclose have occurred or may occur, (ii) are occasioned by the declaration of dividends, (iii) are occasioned by draw-downs under existing pollution control financing arrangements, (iv) are occasioned by regularly scheduled payments of capitalized lease obligations, (v) are occasioned by the purchase or redemption of bonds or stock to satisfy mandatory or optional redemption provisions relating thereto, (vi) are occasioned by the reclassification of current maturities of long-term debt, (vii) are occasioned by the amortization of debt issuance costs or (viii) are disclosed in such letter; and (5) the unaudited amounts for Operating Revenues and Consolidated Net Income Attributable to Southern Company for any calendar quarter subsequent to those set forth in (3) above, which, if available, shall be set forth in such letter, do not agree with the amounts set forth in or derived from the unaudited financial statements for the same period or were not determined on a basis substantially consistent with that of the corresponding audited amounts included or incorporated by reference in the Registration Statement or the Remarketing Materials; (D) they have (i) read any unaudited pro forma financial statements incorporated by reference in the Registration Statement or the Remarketing Materials (the “pro forma financial statements”); (ii) made inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding (1) the basis for their determination of the pro forma adjustments in any such pro forma financial statements and (2) whether any such pro forma financial statements comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X; and (iii) proved the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in any such pro forma financial statements; and (E) they have performed certain enumerated procedures with respect to certain financial information included or incorporated by reference in the Registration Statement or the Remarketing Materials. (f) Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Remarketing Agents its opinion and related disclosure letter, addressed to the Remarketing Agents and dated as of the applicable Remarketing Settlement Date, addressing such matters as are set forth in such counsel’s opinion and disclosure letter furnished pursuant to Section 7(c)(1) of the Underwriting Agreement, adapted as necessary to relate to the Remarketed Notes and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to the counsel to pass upon the sale of Notes in Remarketing Agents. (g) Hunton Xxxxxxx Xxxxx LLP, counsel for the Remarketings as in this Agreement contemplated Remarketing Agents, shall have furnished to the Remarketing Agents its opinion and related proceedingsdisclosure letter, addressed to the Remarketing Agents and dated as of the applicable Remarketing Settlement Date, addressing such matters as are set forth in such counsel’s opinion and disclosure letter furnished pursuant to Section 7(c)(3) of the Underwriting Agreement, adapted as necessary to relate to the Remarketed Notes and to the Remarketing Materials, if any, or in order to evidence any changed circumstances or events occurring subsequent to the accuracy date of this Agreement, such adaptations being reasonably acceptable to the Remarketing Agents. (h) Subsequent to the Commencement Date and completeness of prior to the applicable Remarketing Settlement Date, there shall not have occurred any of the representations and warrantiesfollowing: (i) trading in securities on the New York Stock Exchange (the “NYSE”) shall have been generally suspended or there shall have been a material disruption in settlement in securities generally, (ii) minimum or maximum ranges for prices shall have been generally established on the NYSE by the Commission or by the NYSE, (iii) a general banking moratorium shall have been declared by federal or New York State authorities, or (iv) there shall have occurred any outbreak or escalation of major hostilities in which the fulfillment United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity, crisis or emergency (including, without limitation, acts of terrorism) affecting the United States, in any such case provided for in clauses (i) through (iv) with the result that, in the reasonable judgment of the conditionsRemarketing Agents, remarketing of the Remarketed Notes on the terms and in the manner contemplated by this Agreement contained; or (viii) any Rating Agency Condition and the Disclosure Package and the Prospectus shall not have been timely satisfiedmaterially impaired.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The Prospectus, and any supplement thereto, has been filed in the terms manner and conditions within the time period required by Rule 424(b); the Issuer Free Writing Prospectus, if any, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been timely filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Remarketed Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as the case may be;any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) During the due performance in all material respects by each period of time between the Trust applicable Commencement Date and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Settlement Date, or, with respect to clause (iv) below, at the time set forth in such clause: there shall not have occurred (i) all any material adverse change not contemplated by the Prospectus (as it exists on the date hereof), or any development that could reasonably be expected to result in a material adverse change, in or affecting particularly, the business or properties of the Notes for which Company or PPL Capital Funding (such change or development, “Material Adverse Change”) which, in the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; Agent’s judgment, makes it impractical and inadvisable to proceed with completion of a remarketing; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in of trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company or PPL Capital Funding on any exchange or in the over-the-counter market; (Biii) a general banking moratorium on commercial banking activities declared by any of United States Federal federal or New York State authoritiesauthorities or a material disruption in securities settlement, payment or by The Bank of England or clearance services in the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currencyUnited States; or (Civ) the any outbreak or escalation of major hostilities involving in which the United States is involved, any declaration of war by Congress or United Kingdom any other substantial national or international calamity or emergency if, in the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if Remarket Agent’s reasonable judgment, the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents outbreak, escalation, declaration, calamity or emergency makes it impracticable or impractical and inadvisable to proceed with the Remarketing completion of a Remarketing. (c) The representations and warranties of the Notes Issuers contained herein shall be true and correct in all material respects on and as of the terms applicable Remarketing Date, and the Issuers, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein and in the manner contemplated Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by the Controller, Treasurer or a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated the applicable Remarketing Settlement Date, to the effect that, to the best of their knowledge after reasonable investigation: (i) the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission; (ii) the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; (iii) there has not occurred any downgrading, and the Company has not received any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in this Agreementthe rating accorded any securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (iv) for the period from the Commencement Date to such Remarketing Settlement Date, there has not occurred any Material Adverse Change; (v) an Event the representations and warranties of Default (as defined the Company in the Indenture), or any event which, Section 3 of this Agreement are true and correct with the giving same force and effect as though expressly made on and as of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing;such Remarketing Settlement Date. (vi) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date. (e) PPL Capital Funding shall have furnished to the Remarketing Agent a material adverse change written certificate executed by the President or Treasurer of PPL Capital Funding, dated the applicable Remarketing Settlement Date, to the effect that, to the best of their knowledge after reasonable investigation: (i) it has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission; (ii) for the period from the Commencement Date to such Remarketing Settlement Date, there has not occurred any Material Adverse Change; (iii) the representations and warranties of PPL Capital Funding in Section 3 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such Remarketing Settlement Date. (iv) it has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date. (i) On the date of a Successful Remarketing, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Issuers, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the conditionRemarketing Materials, financial or otherwiseif any, or and (ii) on the applicable Remarketing Settlement Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Issuers, to the effect that they reaffirm the statements made in the earningsletter furnished by them pursuant to subsection (f)(i) of this Section 6, business affairs or business prospects except that the specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the applicable Remarketing Settlement Date. (g) Each of (i) outside counsel for the Issuers reasonably acceptable to the Remarketing Agent, and (ii) counsel of the Trust, whether or not arising in the ordinary course of businessIssuers, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its opinion, addressed to the Reset Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the officers’ certificateRemarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Sections 7(g) and 7(h), opinion respectively, of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and comfort letter referred to therein the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (h) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and such other documents dated the applicable Remarketing Settlement Date, in form and opinions as substance reasonably satisfactory to the Remarketing Agent. (i) At the applicable Remarketing Settlement Date, counsel for the Remarketing Agents Agent shall have been furnished with such document as they may reasonably require for the purpose of enabling such counsel them to pass upon the issuance and sale of the Remarketed Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedherein.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The representations and warranties of the terms Company contained herein shall be true and conditions correct in all material respects on and as of the applicable Remarketing Agency Date, except as disclosed in writing to the Remarketing Agent pursuant to the preamble to Section 3, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Supplemental Remarketing Agency Agreement, as the case may be;Pledge Agreement to be performed on their part at or prior to such date. (b) During the due performance period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in all material respects by each of the Trust its reasonable discretion, until (and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (cincluding) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension Trading generally shall have been suspended or material limitation in trading in securities generally materially limited on the New York Stock Exchange Exchange, (ii) trading of any securities of the Company shall have been materially suspended or Luxembourg limited on the New York Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (Biii) a general banking moratorium on commercial banking activities shall have been declared by any of United States either Federal or New York State authorities, or by The Bank of England or (iv) there shall have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or any escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; , if the effect of any such event specified in this clause (Cb) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event of Default (as defined The Prospectus, if any, shall have been filed with the Commission pursuant to Rule 424(b) in the Indenture)manner and within the time period required by Rule 424(b) under the Securities Act; no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any event whichpost-effective amendment to the Registration Statement shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (d) The Company shall have furnished to the Remarketing Agent a certificate, with dated the giving applicable Remarketing Date, of notice or passage the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of timethe Registration Statement, if any, or bothprohibiting the sale of the Remarketed Senior Notes is in effect, would constitute an Event and no proceedings for such purpose are pending before or, to the best knowledge of Defaultsuch officer, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date, except as disclosed in writing to the Remarketing Agent pursuant to the preamble to Section 3, and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (3) the Registration Statement, if any, as of its effective date, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus or any other Remarketing Material did not, as of the date of such Prospectus or such Remarketing Material, if any, contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, from the Company's independent accountants reasonably acceptable to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to the Notes financial statements and certain financial information of the Company and its consolidated subsidiaries contained in the Remarketing Materials, if any. (f) The General Counsel for the Company shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and be continuing;dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel's opinion furnished pursuant to Section [ ] of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (vig) a material adverse change in the condition, financial or otherwiseJones Day, or in such other counsel reasonably acceptable to the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of businessRemarkexxxx Agent, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its written opinion, as special counsel to the Reset Company, addressed to the Remarketing Agent and dated such Delivery Date, in form and substance satisfactory to the officers’ certificateRemarketing Agent in form and substance satisfactory to the Remarketing Agent as set forth in Exhibit A to the Underwriting Agreement. (h) [ ], opinion and comfort letter referred to therein and or such other documents and opinions counsel reasonably acceptable to the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, as counsel for to the Remarketing Agents may reasonably require Agent, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (i) During the period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in its reasonable discretion, until (and including) the Remarketing Date and prior to the applicable Remarketing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for the purpose of enabling such counsel to pass upon the sale of Notes a possible change that does not indicate an improvement, in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of rating accorded any of the representations and warranties, or Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the fulfillment of any of the conditions, in this Agreement contained; orSecurities Act. (viiij) any Rating Agency Condition The Senior Notes shall not have been timely called for redemption following the occurrence of a Special Event. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder are subject to the accuracy, on and as of the date when made, of the representations and warranties of the Company contained herein, to the performance by the Company of its respective obligations hereunder, and to each of the Remarketing Agents to perform its duties under this Agreement shall be subject tofollowing additional terms and conditions: (a) Any Prospectus required in connection with the terms and conditions Remarketing shall have been timely filed with the Commission; no stop order suspending the effectiveness of the applicable Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for additional information shall have been complied with to the Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be;Agent's satisfaction. (b) The Remarketing Agent shall not have discovered and disclosed to the due performance Company prior to the Settlement Date that the Registration Statement, the Prospectus, the General Disclosure Package or the Remarketing Materials or any amendment or supplement thereto contains any untrue statement of a fact which, in the opinion of counsel for the Remarketing Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus and the Remarketing Materials and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects by to counsel for the Remarketing Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) The Remarketing Agent shall have received an opinion, dated the Settlement Date, of LeBoeuf, Lamb, Xxxxxx & XxxXxx LLP, special U.S. counsel for the Company, substantially in the form of Annex I to the Underwriting Agreement, appropriately modified to include the Remarketing and the Remarketed Perpetual Preference Shares. (e) The Remarketing Agent shall have received an opinion, dated the Settlement Date, of Xxxxxxx Xxxxxxxx Xxxxxx, Bermuda counsel for the Company, substantially in the form of Annex II to the Underwriting Agreement, appropriately modified to include the Remarketing and the Remarketed Perpetual Preference Shares. (f) The Remarketing Agent shall have received an opinion, dated the Settlement Date, of XxXxxxx, Xxxx, Xxxxxx & XxxXxx, U.K. counsel for the Company, substantially in the form of Annex III to the Underwriting Agreement, appropriately modified to include the Remarketing and the Remarketed Perpetual Preference Shares. (g) The Remarketing Agent shall have received an opinion, dated the Settlement Date, of Xxxxx Xxxxxx, General Counsel to the Company, substantially in the form of Annex IV to the Underwriting Agreement, appropriately modified to include the Remarketing and the Remarketed Perpetual Preference Shares. (h) On each Remarketing Date and on the Settlement Date, KPMG Audit Plc shall have furnished to the Remarketing Agent a letter or letters, dated the respective date of delivery thereof, in form and substance satisfactory to the Remarketing Agent. (i) The Remarketing Agent shall have received a certificate or certificates, on Settlement Date of the Trust Chief Executive Officer and the Administrator Chief Financial Officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that: (i) the representations and warranties of the Company in this Agreement are true and correct; (ii) the Company has complied with all agreements and satisfied all conditions on its obligations part to be performed or satisfied hereunder at or prior to the Settlement Date; (iii) no stop order suspending the effectiveness of any Registration Statement has been issued and agreements no proceedings for that purpose have been instituted or are contemplated by the Commission; and (iv) subsequent to the date of the most recent financial statements in the Prospectus or any Remarketing Materials, there has been no material adverse change, or any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and Prospectus or any certificate delivered pursuant to this Agreement; andRemarketing Materials. (cj) Subsequent fifteen Business Days prior to the further condition that none of the following events shall exist for a class of Notes at any time between a Initial Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: there shall not have occurred (i) all any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Notes Company or its subsidiaries which, in the reasonable judgment of the Remarket Agent, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; Remarketed Perpetual Preference Shares; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended any downgrading in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any debt securities or preferred shares of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn Company by a any "nationally recognized statistical rating organization; " (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred shares of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S., U.K., Bermudian or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Remarket Agent, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Remarketed Perpetual Preference Shares, whether in the primary market or in respect of dealings in the secondary market; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a material suspension or material limitation in of trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed NYSE, or any setting of minimum prices for trading on such exchange; (Bv) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by United States federal, New York, U.K. or Bermudian authorities; (vii) a general moratorium on commercial banking activities declared by any of United States Federal change or New York State authoritiesdevelopment involving a prospective change in Bermuda taxation affecting the Company, or by The Bank of England the Remarketed Perpetual Preference Shares or the European Central BankOrdinary Shares or transfers thereof; (viii) any major disruption of settlements of securities or clearance services in the United States, when the Notes are to be reset in a non-U.S. Dollar currency; United Kingdom or Bermuda or (Cix) the any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States or States, the United Kingdom or Bermuda, any declaration of war by Congress or any other national or international calamity or emergency if, in the declaration by judgment of the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if Remarketing Agent, the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents attack, outbreak, escalation, act, declaration, calamity or emergency makes it impracticable impractical or inadvisable to proceed with the Remarketing completion of the Notes on offering or the terms sale of and in payment for the manner contemplated Remarketed Perpetual Preference Shares. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement; (v) an Event of Default (as defined Agreement shall be deemed to be in the Indenture), or any event which, compliance with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect provisions hereof only if they are in form and substance reasonably satisfactory to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedAgent.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementThe Prospectus, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Dateif any, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes part thereof shall have been amended issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in any manner, the Registration Statement or the Prospectus or otherwise contain any provisions shall have been complied with. (1) Trading generally shall not contained therein as have been suspended or materially limited on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes Chicago Mercantile Exchange or the Remarketing procedures Chicago Board of Trade, (it being understood that notwithstanding the provisions of this clause (ii2) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating trading of any securities of the Trust Company shall not have been downsuspended on any exchange or in any over-graded or put under surveillance or reviewthe-counter market, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A3) a suspension or material limitation in trading disruption in securities generally on settlement, payment or clearance services in the New York Stock Exchange United States or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Canada shall not have occurred, (B4) a general moratorium on commercial banking activities shall not have been declared by any of United States Federal or Federal, New York State or Canadian authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C5) the there shall not have occurred any outbreak or escalation of hostilities involving or declaration of war or any change in financial markets or any calamity or crisis, that, in the United States Remarketing Agent's judgment, is material and adverse and which, singly or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of together with any other such event specified in this clause (C) 5), makes it, in the reasonable judgment of the Remarketing Agents makes it Agent's judgment, impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event The representations and warranties of Default the Company contained herein shall be true and correct in all material respects on and as of the Remarketing Date (other than any such representations and warranties which are by their terms made as defined of another date, which shall be true and correct as of such dates specified therein), and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Indenture)Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the Remarketing Date (other than any event whichsuch representations and warranties which are by their terms made as of another date, which shall be true and correct as of such dates specified therein) and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to the Remarketing Date; and (3) the Registration Statement, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided, however, that such certificate may exclude from its coverage any information relating to the Remarketing Agent contained in the Registration Statement, the Prospectus or the Remarketing Materials in reliance upon and in conformity with written information furnished to the giving Company by the Remarketing Agent). (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of notice or passage the independent accountants of timethe Company, or both, would constitute an Event containing statements and information of Default, the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Notes shall have occurred and be continuing;Remarketing Materials, if any. (vif) a material adverse change in the conditionEach of (1) Watson, financial or otherwiseFarley & Williams, or in the earnings(2) Graham, business affairs or business prospects of the TrustThompson & Co., whether or not arising in the ordinary course of business(3) Seward & Kixxxx XXX, (0) Thoxxxxxxx Kreftixx Xxxve Xxxx XX Advokatfirmx, (0) Pexxxxx Coie LLP and (6) Applxxx Xxxxlxxx & Xxxxe, shall have occurred;furnishex xx xxe Remarketing Agenx xxx xpxxxxx, xddrxxxxx to the Remarketing Agent and dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel's opinion furnished pursuant to Sections 6(d) through 6(i), respectively of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (viig) if required Seward & Kissel LLP, counsel for the Purchase Contract Agent, shall haxx xxxnisxxx xx the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel's opinion furnished pursuant to Section 7(f6(k) aboveof the Underwriting Agreement, adapted as necessary to relate to the Trust or the Administrator shall fail to furnish securities being remarketed hereunder and to the Remarketing Agents on Materials, if any, or to any changed circumstances or events occurring subsequent to the Reset Datedate of this Agreement, the officers’ certificate, opinion and comfort letter referred such adaptations being reasonably acceptable to therein and such other documents and opinions as counsel for to the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedAgent.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (aw) The Prospectus, and any supplement thereto, has been filed in the terms manner and conditions within the time period required by Rule 424(b); the Issuer Free Writing Prospectus, if any, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been timely filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Remarketed Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as the case may be;any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (bx) During the due performance in all material respects by each period of time between the Trust applicable Commencement Date and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Settlement Date, or, with respect to clause (iv) below, at the time set forth in such clause: there shall not have occurred (i) all any material adverse change not contemplated by the Prospectus (as it exists on the date hereof), or any development that could reasonably be expected to result in a material adverse change, in or affecting particularly, the business or properties of the Notes for which Company or PPL Capital Funding (such change or development, “Material Adverse Change”) which, in the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; Agent’s judgment, makes it impractical and inadvisable to proceed with completion of a remarketing; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in of trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company or PPL Capital Funding on any exchange or in the over-the-counter market; (Biii) a general banking moratorium on commercial banking activities declared by any of United States Federal federal or New York State authoritiesauthorities or a material disruption in securities settlement, payment or by The Bank of England or clearance services in the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currencyUnited States; or (Civ) the any outbreak or escalation of major hostilities involving in which the United States is involved, any declaration of war by Congress or United Kingdom any other substantial national or international calamity or emergency if, in the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if Remarket Agent’s reasonable judgment, the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents outbreak, escalation, declaration, calamity or emergency makes it impracticable or impractical and inadvisable to proceed with the Remarketing completion of a Remarketing. (y) The representations and warranties of the Notes Issuers contained herein shall be true and correct in all material respects on and as of the terms applicable Remarketing Date, and the Issuers, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein and in the manner contemplated Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date. (z) The Company shall have furnished to the Remarketing Agent a written certificate executed by the Controller, Treasurer or a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated the applicable Remarketing Settlement Date, to the effect that, to the best of their knowledge after reasonable investigation: (i) the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission; (ii) the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; (iii) there has not occurred any downgrading, and the Company has not received any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in this Agreementthe rating accorded any securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (iv) for the period from the Commencement Date to such Remarketing Settlement Date, there has not occurred any Material Adverse Change; (v) an Event the representations and warranties of Default (as defined the Company in the Indenture), or any event which, Section 3 of this Agreement are true and correct with the giving same force and effect as though expressly made on and as of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing;such Remarketing Settlement Date. (vi) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date. (aa) PPL Capital Funding shall have furnished to the Remarketing Agent a material adverse change written certificate executed by the President or Treasurer of PPL Capital Funding, dated the applicable Remarketing Settlement Date, to the effect that, to the best of their knowledge after reasonable investigation: (i) it has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission; (ii) for the period from the Commencement Date to such Remarketing Settlement Date, there has not occurred any Material Adverse Change; (iii) the representations and warranties of PPL Capital Funding in Section 3 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such Remarketing Settlement Date. (iv) it has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date. (i) On the date of a Successful Remarketing, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Issuers, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the conditionRemarketing Materials, financial or otherwiseif any, or and (ii) on the applicable Remarketing Settlement Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Issuers, to the effect that they reaffirm the statements made in the earningsletter furnished by them pursuant to subsection (f)(i) of this Section 6, business affairs or business prospects except that the specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the applicable Remarketing Settlement Date. (cc) Each of (i) outside counsel for the Issuers reasonably acceptable to the Remarketing Agent, and (ii) counsel of the Trust, whether or not arising in the ordinary course of businessIssuers, shall have occurred; (vii) if required furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 7(f) aboveand 7(g), and, respectively, of the Trust or Underwriting Agreement, adapted as necessary to relate to the Administrator shall fail to furnish securities being remarketed hereunder and to the Remarketing Agents on Materials, if any, or to any changed circumstances or events occurring subsequent to the Reset date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (dd) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the officers’ certificateRemarketing Agent. (ee) At the applicable Remarketing Settlement Date, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents Agent shall have been furnished with such document as they may reasonably require for the purpose of enabling such counsel them to pass upon the issuance and sale of the Remarketed Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedherein.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Dateconditions: The Prospectus, orif any, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes part thereof shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, issued and no proceeding for that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust purpose shall have been down-graded initiated or put under surveillance threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or review, including being put on CreditWatch the Prospectus or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have been complied with. There shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension or material limitation in of trading in securities of the Company or generally on the New York Stock Exchange or Luxembourg Exchange, the American Stock Exchange or other such exchange on which the Notes are then listed Nasdaq Stock Market or any setting of minimum or maximum prices for trading on such exchangethereon; (Bii) a general moratorium on commercial banking activities in New York, New York declared by any of the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currencyStates; or (Ciii) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if or (iv) the effect occurrence of any such event specified other calamity or crisis or any change in this financial, political or economic conditions in the United States or elsewhere, which, in the case of either clause (Ciii) or (iv) in the reasonable sole judgment of the Remarketing Agents Agent, makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel enforce contracts for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the Remarketed Senior Notes. The representations and warrantieswarranties of the Company contained herein shall be true and correct on and as of the applicable Remarketing Date and the Remarketing Settlement Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date and such Remarketing Settlement Date. The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Settlement Date, of the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the fulfillment sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Settlement Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Settlement Date; and (3) the Registration Statement, as of the later of the effective date and the filing of the Company's latest Annual Report on Form 10-K, and the Remarketing Materials (other than the Preliminary Prospectus and Prospectus covered below), as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. On the applicable Remarketing Date and the related Remarketing Settlement Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Remarketing Materials, if any. Counsel for the Company reasonably acceptable to the Remarketing Agent shall have furnished to the Remarketing Agent its or their opinion or opinions, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel's opinion or opinions furnished pursuant to Section 7(d) of the Underwriting Agreement, adapted as necessary to relate to the Remarketed Senior Notes and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agent. Subsequent to the Commencement Date and prior to the applicable Remarketing Settlement Date, there shall not have occurred any downgrading, withdrawal or suspension in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act that currently has publicly released a rating of the Company's securities and no such organization shall have publicly announced that it has under surveillance or review, with negative implications, its rating of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedCompany's securities.

Conditions to the Remarketing Agent's Obligations. The several obligations of each of the Remarketing Agents to perform its duties under this Agreement hereunder shall be subject toto the following conditions: (a) The Preliminary Prospectus, the terms Prospectus, the Final Term Sheet and conditions any Free Writing Prospectus shall have been timely filed with the Commission; no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement, if any, or Supplemental Remarketing Agency Agreementany part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement, as the case may be;Time of Sale Prospectus or the Prospectus or otherwise shall have been complied with. (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c1) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading Trading in securities generally on the New York Stock Exchange shall not have been suspended or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; materially limited, (B2) a general moratorium on commercial banking activities in the State of New York or the United States shall not have been declared by any of United States Federal or New York State or Federal authorities, or by The Bank of England (3) there shall not have occurred any material outbreak, or the European Central Bankmaterial escalation, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving or other national or international calamity or crisis, of such magnitude and severity in its effect on the financial markets of the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) States, in the reasonable judgment of the Remarketing Agents makes it impracticable Agents, as to prevent or inadvisable to proceed with materially impair the Remarketing, or enforcement of contracts for sale, of the Remarketed Senior Notes. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Remarketing of Settlement Date, and the Notes on Company, the terms Purchase Contract Agent and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes Collateral Agent shall have occurred performed in all material respects all covenants and be continuing; (vi) a material adverse change in the condition, financial or otherwise, agreements contained herein or in the earningsPurchase Contract and Pledge Agreement to be performed on their part at or prior to the Remarketing Settlement Date. (d) On the Remarketing Settlement Date, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, Company shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents a certificate, dated the Remarketing Settlement Date, of the Chief Financial Officer of the Company stating that: (1) no order suspending the effectiveness of the Registration Statement or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission and (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the Remarketing Settlement Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to the Remarketing Settlement Date. (e) On the Initial Remarketing Date and on the Reset Remarketing Settlement Date, the officersRemarketing Agents shall have received a letter addressed to the Remarketing Agents and dated such respective dates, in form and substance satisfactory to the Remarketing Agents, of KPMG LLP, containing statements and information of the type ordinarily included in accountants’ certificate“comfort letters” with respect to certain financial information contained or incorporated by reference in the Time of Sale Prospectus and the Prospectus. (f) On the Remarketing Settlement Date, the Remarketing Agents shall have received (1) an opinion and comfort letter referred to therein and such other documents and opinions as of Weil, Gotshal & Xxxxxx LLP, outside U.S. counsel for the Company, dated the Remarketing Settlement Date, as set forth in Exhibits A-1 and A-2 to this Agreement, (2) an opinion of LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., special U.S. regulatory counsel for the Company, dated the Remarketing Settlement Date, as set forth in Exhibit B to this Agreement and (3) an opinion of Xxxx X. Xxxxx, Esq., the Company’s General Counsel, dated the Remarketing Settlement Date, as set forth in Exhibit C to this Agreement. The opinions of Weil, Gotshal & Xxxxxx LLP, LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P. and Xxxx X. Xxxxx, Esq., described in this Section 7(f) shall be rendered to the Remarketing Agents may reasonably require at the request of the Company and shall so state therein. (g) On the Remarketing Settlement Date, the Indenture Trustee and the Purchase Contract Agent shall have received reliance letters dated the Remarketing Settlement Date of (1) Weil, Gotshal & Xxxxxx LLP, outside U.S. counsel for the purpose of enabling such counsel to pass upon Company, and (2) Xxxx X. Xxxxx, Esq., the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditionsCompany’s General Counsel, in this Agreement contained; orform and substance reasonably satisfactory to the Indenture Trustee. (viiih) any Rating Agency Condition On the Remarketing Settlement Date, the Remarketing Agents shall have received an opinion from Xxxxx Xxxx & Xxxxxxxx, dated the Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agents. (i) Subsequent to the Commencement Date and prior to the Remarketing Settlement Date, there shall not have been timely satisfiedoccurred any downgrading, nor shall the Company have any knowledge of any threatened or pending downgrading, of the Company’s or any of its subsidiaries’ claims-paying ability rating or financial strength rating by A.M. Best Company, Inc., Standard & Poor’s Rating Group, Xxxxx’x Investor Service, Inc., Fitch Ratings, Ltd. or any other “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act that currently has publicly released a rating of the claims-paying ability or financial strength of the Company or any subsidiary.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementThe Prospectus, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Dateif any, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes part thereof shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, issued and no proceeding for that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust purpose shall have been down-graded initiated or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn threatened by a nationally recognized statistical rating organization;the Commission. (iv1) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are Trading generally shall not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension been suspended or material limitation in trading in securities generally materially limited on the New York Stock Exchange or Luxembourg the NASDAQ Global Select Market, (2) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; NASDAQ Global Select Market, (B3) a general moratorium on commercial banking activities in New York shall not have been declared by any of the relevant authorities and there shall not have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States Federal or New York State authoritiesother relevant jurisdiction, or by The Bank of England or (4) there shall not have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the any outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; war or other calamity or crisis, if the effect of any such event specified in this clause (C4) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in the Transaction Documents. (c) The representations and warranties of the Company contained herein shall be true and correct on and as of the Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to be performed on their part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; and (2) the representations and warranties of the Company in Section 3 of this Agreement are true and correct on and as of the Remarketing Date and the Company has performed all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date. (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, from the independent registered certified public accounting firm that are then the auditors of the Company’s financial statements, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any. (f) Xxxxxx & Xxxxxxx LLP, counsel to the Company, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent. (g) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (h) No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Remarketing Agent makes it impracticable or inadvisable to proceed with the Remarketing of the Remarketed Senior Notes on the terms and in the manner contemplated in by this Agreement;, the Time of Sale Information and the Prospectus. (vi) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect Subsequent to the Notes Commencement Date and prior to the applicable Settlement Date, (i) no downgrading shall have occurred and be continuing; (vi) a material adverse change in the conditionrating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, financial or otherwise, or in as such term is defined by the earnings, business affairs or business prospects Commission for purposes of Rule 436(g)(2) under the Trust, whether or not arising in the ordinary course of business, Securities Act and (ii) no such organization shall have occurred; (vii) if required pursuant to Section 7(f) abovepublicly announced that it has under surveillance or review, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Datewith possible negative implications, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness its rating of any of the representations Company’s debt securities. (j) No action shall have been taken and warrantiesno statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the fulfillment applicable Settlement Date, prevent the Remarketing of the Remarketed Senior Notes; and no injunction or order of any federal, state or foreign court having jurisdiction over the Company shall have been issued that would, as of the conditionsClosing Date, prevent the Remarketing of the Remarketed Senior Notes. (k) The Remarketing Agent shall have received on and as of the applicable Settlement Date satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Remarketing Agent may reasonably request, in this Agreement contained; oreach case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (viiil) any Rating Agency Condition The Remarketed Senior Notes shall not be eligible for clearance and settlement through DTC. (m) On or prior to the applicable Settlement Date, the Company shall have been timely satisfiedfurnished to the Remarketing Agent such further certificates and documents as the Remarketing Agent may reasonably request.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement shall be subject toto (i) the condition that all representations and warranties and other statements of the Company herein are, at and as of the date hereof and as of October 1, 2003 (the "Remarketing Date"), true and correct, and the Remarketing Agents shall have received on the Remarketing Date a certificate, dated the Remarketing Date and signed by an executive officer of the Company, to that effect, (ii) the condition that the Company shall have performed all of its obligations hereunder to be performed at or prior to the Remarketing Date, and (ii) the following additional conditions: (a) At the terms and conditions of Remarketing Date, the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of Agents shall be furnished with the following events shall exist for a class of Notes at any time between a opinions, dated the Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all an opinion of Day, Xxxxx & Xxxxxx LLP, special counsel to the Notes for which Company, to the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without effect that the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case statements made in the reasonable opinion of Supplement under the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust captions "Introductory Statement" and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement "Conversion to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms Multiannual Mode" and in the manner contemplated in this Agreement; Reoffering Circular under the captions "Introductory Statement," "The Bonds" (v) an Event of Default (other than under the subcaption "Book-Entry Only System," as defined in the Indentureto which such special counsel need express no opinion), or any event which, with "The Loan Agreement," "The Tax Regulatory Agreement," "The Indenture," "The Mortgage Bonds and the giving of notice or passage of time, or both, would constitute an Event of Default, with respect Mortgage," "The Insurance Policy," and "Continuing Disclosure" to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial extent they constitute summaries of legal matters or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter documents referred to therein are accurate in all material respects, and as to such other documents and opinions matters as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedrequest.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementThe Prospectus, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Dateif any, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes part thereof shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, issued and no proceeding for that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust purpose shall have been down-graded initiated or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn threatened by a nationally recognized statistical rating organization;the Commission. (iv1) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are Trading generally shall not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension been suspended or material limitation in trading in securities generally materially limited on the New York Stock Exchange or Luxembourg the NASDAQ Global Select Market, (2) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; NASDAQ Global Select Market, (B3) a general moratorium on commercial banking activities in New York shall not have been declared by any of the relevant authorities and there shall not have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States Federal or New York State authoritiesother relevant jurisdiction, or by The Bank of England or (4) there shall not have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the any outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; war or other calamity or crisis, if the effect of any such event specified in this clause (C4) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event The representations and warranties of Default (the Company contained herein shall be true and correct in all material respects on and as defined of the Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Indenture)Purchase Contract and Pledge Agreement to be performed on their part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or any event whichprohibiting the sale of the Remarketed Senior Notes is in effect, with and no proceedings for such purpose are pending before or, to the giving knowledge of notice such officers, threatened by the Commission; and (2) the representations and warranties of the Company in Section 3 of this Agreement are true and correct on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or passage prior to such Remarketing Date. (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, from the independent registered certified public accounting firm that are then the auditors of timethe Company’s financial statements, or both, would constitute an Event containing statements and information of Default, the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Notes Remarketing Materials, if any. (f) Lxxxxx & Wxxxxxx LLP, counsel to the Company, shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and be continuing;dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent. (vig) a counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (h) There shall not have been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, condition (financial or otherwise), business, properties or in the earnings, business affairs or business prospects results of operations of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion Company and comfort letter referred to therein and such other documents and opinions its subsidiaries taken as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfieda whole.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Remarketing Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust Issuer and the Administrator of its obligations and agreements as set forth in this Remarketing Agreement and the accuracy of the representations and warranties in this Remarketing Agreement and any certificate delivered pursuant to this Remarketing Agreement; and (c) the further condition that none of the following events shall exist for a class of the Class A-5 Notes at any time between a Remarketing Terms Determination Date and the related Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Class A-5 Notes for which the Remarketing Agents are responsible for Remarketing under this Remarketing Agreement shall have been called by SLM Corporation be the subject of a Call Option Notice or any Affiliatea redemption; (ii) without the prior written consent of the Remarketing Agents, the Indenture Indenture, the Class A-5 Notes or any Derivative Product relating to the Class A-5 Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Remarketing Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Class A-5 Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust Issuer and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust Issuer shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Remarketing Agreement to purchase tendered Class A-5 Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Class A-5 Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Class A-5 Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Class A-5 Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Class A-5 Notes on the terms and in the manner contemplated in this Remarketing Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Class A-5 Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the TrustIssuer, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) abovehereof, the Trust Issuer or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Class A-5 Notes in the Remarketings as in this Remarketing Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, contained in this Agreement containedRemarketing Agreement; or (viii) any Rating Agency Condition shall not have been timely satisfied.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementThe Prospectus, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Dateif any, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes part thereof shall have been amended in any manner, issued and no proceeding for that purpose shall have been initiated or otherwise contain any provisions not contained therein as of threatened by the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures Commission. (it being understood that notwithstanding the provisions of this clause (ii1) the Trust and the Administrator Trading generally shall not be prohibited from amending such documents); have been suspended or materially limited on the New York Stock Exchange, (iii2) the rating trading of any securities of the Trust Company shall not have been down-graded materially suspended or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally limited on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (B3) a general moratorium on commercial banking activities in New York, the Cayman Islands or Bermuda shall not have been declared by any of the relevant authorities and there shall not have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States Federal or New York State authoritiesother relevant jurisdiction, or by The Bank of England or (4) there shall not have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the any outbreak or escalation of hostilities involving the United States States, the Cayman Islands or United Kingdom Bermuda or the declaration by the United States States, the Cayman Islands or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) Bermuda of a national emergency or war; war or other calamity or crisis, if the effect of any such event specified in this clause (C4) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event The representations and warranties of Default (the Company contained herein shall be true and correct in all material respects on and as defined of the Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Indenture)Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or any event whichprohibiting the sale of the Remarketed Notes is in effect, with and no proceedings for such purpose are pending before or, to the giving knowledge of notice such officers, threatened by the Commission and (2) the representations and warranties of the Company in Section 3 of this Agreement are true and correct on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or passage prior to such Remarketing Date. (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of timePricewaterhouseCoopers LLP, or boththe independent accountants of the Company, would constitute an Event containing statements and information of Default, the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Remarketing Materials, if any. (f) Each of (1) the General Counsel to the Company, (2) Cahill Gordon & Reindel LLP, counsel to the Company, (3) Appleby Spurlxxx Xxxxxx, Xaymxx Xxxxnds counsel to the Company and (4) Xxxxx, Xxxxxx & Xxxxxx, LLP, counsel to the Purchase Contract Agent anx Xxxxxxxxxx Agexx, xxall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel's opinion furnished pursuant to Sections 7(c), 7(d), 7(e) and 7(f) of the Underwriting Agreement except that such opinions (i) shall appropriately address the Remarketing Agreement and, as to the enforceability of the securities, such opinions shall be limited to the Remarketed Notes and (ii) may be adapted as necessary to relate to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (g) [________], counsel for the Remarketing Agent, shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and be continuing;dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (vih) a There shall not have been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, condition (financial or otherwise), business, properties or in the earnings, business affairs or business prospects results of operations of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion Company and comfort letter referred to therein and such other documents and opinions its subsidiaries taken as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfieda whole.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation SLC or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the [New York Stock Exchange Exchange] or Luxembourg Irish Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ ' certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Notice Condition shall not have been timely satisfied.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The Prospectus, if any, shall have been timely filed with the terms and conditions Commission; no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement, if any, or Supplemental Remarketing Agency Agreement, as any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the case may be;Commission. (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c1) the further condition that none of the following events Trading generally shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall not have been called by SLM Corporation suspended or any Affiliate; (ii) without materially limited on the prior written consent of the Remarketing Agents, the Indenture NASDAQ Global Select Market or the Notes shall have been amended in any mannerNew York Stock Exchange, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii2) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating trading of any securities of the Trust Company shall not have been down-graded materially suspended or put under surveillance limited on the NASDAQ Global Select Market or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (B3) a general moratorium on commercial banking activities in New York shall not have been declared by any of the relevant authorities and there shall not have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States Federal or New York State authoritiesother relevant jurisdiction, or by The Bank of England or (4) there shall not have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the any outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; war or other calamity or crisis, if the effect of any such event specified in this clause (C4) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event The representations and warranties of Default (the Company contained herein shall be true and correct in all material respects on and as defined of the Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Indenture)Purchase Contract and Pledge Agreement or Purchase Contract and Pledge Agreement to be performed on their part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or any event whichprohibiting the sale of the Remarketed Senior Notes is in effect, with and no proceedings for such purpose are pending before or, to the giving knowledge of notice such officers, threatened by the Commission and (2) the representations and warranties of the Company in Section 3 of this Agreement are true and correct on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or passage prior to such Remarketing Date. (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, from the independent registered certified public accounting firm that are then the auditors of timethe Company’s financial statements, or both, would constitute an Event containing statements and information of Default, the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Notes Remarketing Materials, if any. (f) Each of (1) Camner, Xxxxxxx and Poller, P.A., Florida counsel to the Company and (2) Cadwalader Xxxxxxxxxx & Xxxx LLP, New York counsel to the Company, shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and be continuing;dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent. (vig) a counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (h) There shall not have been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, condition (financial or otherwise), business, properties or in the earnings, business affairs or business prospects results of operations of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion Company and comfort letter referred to therein and such other documents and opinions its subsidiaries taken as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfieda whole.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the terms and conditions Remarketing is a Public Remarketing, no order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or Supplemental Remarketing Agency Agreement, as pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Final Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case may be;of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4 hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. (b) Subsequent to the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Commencement Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement trading generally shall not have been called suspended or materially limited on or by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the The New York Stock Exchange or Luxembourg The Nasdaq Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchangeMarket; (Bii) trading of any securities issued or guaranteed by the Company shall not have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall not have been declared by any of United States Federal federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Civ) the there shall not have occurred any outbreak or escalation of hostilities involving or any change in financial markets or any calamity or crisis, either within or outside the United States States; (v) no downgrading shall have occurred in the rating accorded any debt securities or United Kingdom preferred stock issued, or guaranteed by, the declaration Company or any of its subsidiaries by the United States or the United Kingdom (when the Notes are to be reset any “nationally recognized statistical rating organization,” as such term is defined in a non-U.S. Dollar currencySection 3(a)(62) of a national emergency the Exchange Act and no such organization shall have publicly announced that it has under surveillance or war; if the effect review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading); or (vi) no event specified or condition of a type described in this clause (CSection 3(g) of the Underwriting Agreement shall have occurred or shall exist, which event or condition is not described in the reasonable General Disclosure Package (excluding any amendment or supplement thereto) and the Final Prospectus (excluding any amendment or supplement thereto), that, in the judgment of the Remarketing Agents Agent, is material and adverse and makes it impracticable or inadvisable to proceed market the Remarketed Notes or to enforce contracts for the sale of the Remarketed Notes. (c) The Remarketing Agent shall have received a certificate, dated the applicable Remarketing Settlement Date, of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives certifying that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date; in the case of a Public Remarketing, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; and, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the General Disclosure Package or as described in such certificate. (d) On each of the date of a Successful Remarketing and on the Remarketing Settlement Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated each such date, in form and substance satisfactory to the Remarketing Agent, of the Notes on independent accountants of the terms Company or other person who have certified the consolidated financial statements of the Company and its subsidiaries or such other person included or incorporated by reference in the manner contemplated Remarketing Materials, containing statements and information of the type ordinarily included in this Agreement;accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any. (ve) an Event Each of Default (as defined in counsel for the Indenture)Company and General Counsel to the Company shall have furnished to the Remarketing Agent its opinion letter with respect to the Remarketed Notes, or any event whichaddressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, with the giving of notice or passage of time, or both, would constitute an Event of Default, addressing such matters with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change as were set forth in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required such counsel’s opinion letter furnished pursuant to Section 7(f6(g) aboveor Section 6(h) of the Underwriting Agreement, as the Trust or case may be, adapted as necessary to relate to the Administrator shall fail to furnish securities being remarketed hereunder and to the Remarketing Agents on Materials, or to any changed circumstances or events occurring subsequent to the Reset Datedate of this Agreement, the officers’ certificate, opinion and comfort letter referred such adaptations being reasonably acceptable to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedAgent.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The representations and warranties of the terms Company contained herein shall be true and conditions correct in all material respects on and as of the applicable Remarketing Agency Date, except as disclosed in writing to the Remarketing Agent pursuant to the preamble to Section 3, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Supplemental Remarketing Agency Agreement, as the case may be;Pledge Agreement to be performed on their part at or prior to such date. (b) During the due performance period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in all material respects by each of the Trust its reasonable discretion, until (and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (cincluding) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension Trading generally shall have been suspended or material limitation in trading in securities generally materially limited on the New York Stock Exchange Exchange, (ii) trading of any securities of the Company shall have been materially suspended or Luxembourg limited on the New York Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (Biii) a general banking moratorium on commercial banking activities shall have been declared by any of United States either Federal or New York State authorities, or by The Bank of England or (iv) there shall have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or any escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; , if the effect of any such event specified in this clause (Cb) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event of Default (as defined The Prospectus, if any, shall have been filed with the Commission pursuant to Rule 424(b) in the Indenture)manner and within the time period required by Rule 424(b) under the Securities Act; no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any event whichpost-effective amendment to the Registration Statement shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (d) The Company shall have furnished to the Remarketing Agent a certificate, with dated the giving applicable Remarketing Date, of notice or passage the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of timethe Registration Statement, if any, or bothprohibiting the sale of the Remarketed Senior Notes is in effect, would constitute an Event and no proceedings for such purpose are pending before or, to the best knowledge of Defaultsuch officer, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date, except as disclosed in writing to the Remarketing Agent pursuant to the preamble to Section 3, and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (3) the Registration Statement, if any, as of its effective date, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus or any other Remarketing Material did not, as of the date of such Prospectus or such Remarketing Material, if any, contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, from the Company’s independent accountants reasonably acceptable to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the Notes financial statements and certain financial information of the Company and its consolidated subsidiaries contained in the Remarketing Materials, if any. (f) The General Counsel for the Company shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and be continuing;dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 5(e) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (vig) a material adverse change in the condition, financial or otherwiseXxxxx Day, or in such other counsel reasonably acceptable to the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of businessRemarketing Agent, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its written opinion, as special counsel to the Reset Company, addressed to the Remarketing Agent and dated such Delivery Date, in form and substance satisfactory to the officers’ certificateRemarketing Agent in form and substance satisfactory to the Remarketing Agent as set forth in Exhibit A to the Underwriting Agreement. (h) Shearman & Sterling LLP, opinion and comfort letter referred to therein and or such other documents and opinions counsel reasonably acceptable to the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, as counsel for to the Remarketing Agents may reasonably require Agent, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (i) During the period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in its reasonable discretion, until (and including) the Remarketing Date and prior to the applicable Remarketing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for the purpose of enabling such counsel to pass upon the sale of Notes a possible change that does not indicate an improvement, in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of rating accorded any of the representations and warranties, or Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the fulfillment of any of the conditions, in this Agreement contained; orSecurities Act. (viiij) any Rating Agency Condition The Senior Notes shall not have been timely called for redemption following the occurrence of a Special Event. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement hereunder shall be subject toto the following conditions: (a) The Prospectus, and any supplement thereto, has been filed in the terms manner and conditions within the time period required by Rule 424(b); the Issuer Free Writing Prospectus, if any, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been timely filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Remarketed Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as the case may be;any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) During the due performance in all material respects by each period of time between the Trust applicable Commencement Date and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Settlement Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation trading or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended quotation in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension Company’s securities shall not have been suspended or material limitation in materially limited by the New York Stock Exchange or the Commission, or trading in securities generally on the NASDAQ Global Market or the New York Stock Exchange shall not have been suspended or Luxembourg Stock Exchange materially limited, or other minimum or maximum prices shall have been generally established on either of such exchange on which stock exchanges by the Notes are then listed Commission or FINRA; (ii) there shall not have occurred any downgrading, and the Company shall not have received any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any setting of minimum prices for trading on the Subsidiaries by any “nationally recognized statistical rating organization” as such exchangeterm as defined in Section 3(a)(62) of the Exchange Act; (Biii) a general banking moratorium on commercial banking activities shall not have been declared by any of United States Federal federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Civ) the there shall not have occurred any outbreak or escalation of national or international hostilities involving or any crisis or calamity, or any material adverse change in the United States or international financial markets, or any change or development involving a prospective substantial change in United Kingdom States’ or the declaration by the United States international political, financial or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) economic conditions, as in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing or to enforce contracts for the sale of the Notes Remarketed Notes; (v) in the judgment of the Remarketing Agents, there shall not have occurred any Material Adverse Change; or (vi) there shall not have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the terms applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein and in the manner contemplated Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date. (d) The Company shall have furnished to the Remarketing Agents a written certificate executed by the Chief Executive Officer, President or a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated the applicable Remarketing Settlement Date, to the effect that, to the best of their knowledge after reasonable investigation: (i) the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission; (ii) the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; (iii) there has not occurred any downgrading, and the Company has not received any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in this Agreementthe rating accorded any securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization” as such term as defined in Section 3(a)(62) of the Exchange Act; (iv) for the period from the Commencement Date to such Remarketing Settlement Date, there has not occurred any Material Adverse Change; (v) an Event the representations and warranties of Default (as defined the Company in the Indenture), or any event which, Section 3 of this Agreement are true and correct with the giving same force and effect as though expressly made on and as of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing;such Remarketing Settlement Date; and (vi) a material adverse change in the conditionCompany has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date. (i) On the Remarketing Date, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, Remarketing Agents shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish received a letter addressed to the Remarketing Agents and dated such date, in form and substance satisfactory to the Remarketing Agents, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any, and (ii) on the Reset applicable Remarketing Settlement Date, the officers’ certificateRemarketing Agents shall have received a letter addressed to the Remarketing Agents and dated such date, opinion in form and comfort substance satisfactory to the Remarketing Agents, of the independent accountants of the Company, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (e)(i) of this Section 6, except that the specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the applicable Remarketing Settlement Date. (f) Each of (i) outside counsel for the Company reasonably acceptable to the Remarketing Agents, and (ii) counsel of the Company, shall have furnished to the Remarketing Agents its opinion, addressed to the Remarketing Agents and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agents addressing such other documents matters as are set forth in such counsel’s opinion furnished pursuant to Section 6(g)(i) and opinions 6(g)(ii), respectively, of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agents. (g) Counsel for the Remarketing Agents shall have furnished to the Remarketing Agents its opinion, addressed to the Remarketing Agents and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agents. (h) At the applicable Remarketing Settlement Date, counsel for the Remarketing Agents shall have been furnished with such documents as they may reasonably require for the purpose of enabling such counsel them to pass upon the issuance and sale of the Remarketed Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedherein.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the Registration Covenants are applicable, no stop order suspending the effectiveness of the Registration Statements shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Remarketed Notes shall have been initiated or, to the knowledge of the Company, threatened by the Commission. (b) Subsequent to the Commencement Date, there shall not have been any change in the financial position, shareowners’ equity, results of operations, business, operations or properties of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Disclosure Package, the effect of which is, when viewed in relation to the Company and its subsidiaries taken as a whole, in the reasonable judgment of the Remarketing Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the Remarketing on the terms and conditions in the manner contemplated in the Disclosure Package (a “Material Adverse Change”). (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Agency Agreement or Supplemental Date and Remarketing Agency AgreementSettlement Date, as and the case may be; (b) the due performance Company shall have performed in all material respects all covenants and agreements contained herein and in the Purchase Contract and Pledge Agreement to be performed on its part at or prior to such date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by each an authorized officer of the Trust and Company, dated the Administrator of its obligations and agreements as set forth in this Agreement and applicable Remarketing Settlement Date, to the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none effect of the following events shall exist for a class and as to such other matters as the Representatives may reasonably request, to the best of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clausehis or her knowledge: (i) all if the Registration Covenants are applicable, the Company has received no stop order suspending the effectiveness of the Notes Registration Statement, and no proceedings for which that purpose or pursuant to Section 8A of the Remarketing Agents are responsible for Remarketing under this Agreement shall Securities Act have been called instituted or threatened by SLM Corporation or any Affiliatethe Commission; (ii) without subsequent to the Commencement Date and prior written consent to the applicable Remarketing Date, there has not occurred any downgrading in the rating accorded to the Company’s senior debt securities by any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act, that rated the senior debt securities as of the Commencement Date; (iii) for the period from the Commencement Date to such Remarketing AgentsSettlement Date, there has not occurred any Material Adverse Change; (iv) the representations and warranties of the Company in Section 3 of this Agreement are true and correct in all material respects on and as of the applicable Remarketing Settlement Date. (e) On the date of a Successful Remarketing and on the Remarketing Settlement Date, the Indenture Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated each such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company who have certified the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement or the Notes Remarketing Materials, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any. (f) Each of counsel for the Company and the Company’s General Counsel shall have been amended furnished to the Remarketing Agent their opinion letter with respect to the Remarketed Notes, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, addressing such matters with respect to the Notes as are set forth in any mannersuch counsels’ opinion letters furnished pursuant to Section 7(a)(ii) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or otherwise contain to any provisions not contained therein as of changed circumstances or events occurring subsequent to the date of this Agreement, that in either case in such adaptations being reasonably acceptable to counsel to the reasonable opinion Remarketing Agent. (g) Each of the counsels for the Remarketing Agent (or a single counsel, at the option of the Remarketing Agents materially changes Agent) shall have furnished to the nature Remarketing Agent its opinion, addressed to the Remarketing Agent and dated as of the Notes or applicable Remarketing Settlement Date, addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 7(a)(ii) of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing procedures (it being understood that notwithstanding Materials, if any, or to any changed circumstances or events occurring subsequent to the provisions date of this clause (ii) Agreement, such adaptations being reasonably acceptable to the Trust and the Administrator shall not be prohibited from amending such documents);Remarketing Agent. (iiih) Subsequent to the rating of any securities of Commencement Date and prior to the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the applicable Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarketSettlement Date, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension trading in the Company’s common stock shall have been suspended by the Commission or material limitation in the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or Luxembourg Stock Exchange limited or other such exchange on which the Notes are then listed or any setting of minimum prices for trading shall have been established on such exchange; Exchange, (Bii) a general banking moratorium on commercial banking activities shall have been declared either by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Ciii) the any outbreak or material escalation of hostilities involving the United States or United Kingdom other calamity or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; crisis if the effect of any such event specified described in this clause (Ciii) on the financial markets of the United States, in the reasonable judgment of the Remarketing Agents Agent, makes it impracticable or inadvisable to proceed with the Remarketing consummation of the Notes Remarketing on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with Disclosure Package and the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedProspectus.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the terms and conditions Remarketing is a Public Remarketing, no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statements shall have been issued and no proceeding for that purpose or Supplemental Remarketing Agency Agreementpursuant to Section 8A of the Securities Act against the Company or related to the offering of the Remarketed Notes shall have been initiated or, as to the case may be;knowledge of the Company, threatened by the Commission. (b) Subsequent to the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Commencement Date, or, with respect to clause (iv) below, at the time set forth in such clause: there shall not have occurred (i) all any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Notes for which Company and its subsidiaries taken as a whole which, in the judgment of the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation Agent, is material and adverse and makes it impractical or any Affiliate; inadvisable to market the Remarketed Notes; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended any downgrading in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any debt securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn Company by a any “nationally recognized statistical rating organization; ” (as defined for purposes of Rule 3(a)(62)), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Remarketing Agent, impractical to market or to enforce contracts for the sale of the Remarketed Notes, whether in the primary market or in respect of dealings in the secondary market; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in of trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed Exchange, or any setting of minimum or maximum prices for trading on such exchange; (Bv) a general any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium on commercial banking activities declared by any of United States U.S. Federal or New York State authorities; (vii) any major disruption of settlements of securities, payment or clearance services in the United States or any other country where such securities are listed, or by The Bank of England or the European Central Bank(viii) any attack on, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities or act of terrorism involving the United States States, any declaration of war by Congress or United Kingdom any other national or international calamity or emergency if, in the declaration by judgment of the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if Remarketing Agent, the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impracticable impractical or inadvisable to proceed market the Remarketed Notes or to enforce contracts for the sale of the Remarketed Notes. (c) The Remarketing Agent shall have received a certificate, dated the applicable Remarketing Settlement Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date; in the case of a Public Remarketing, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; and, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the General Disclosure Package or as described in such certificate. (d) On each of the date of a Successful Remarketing and on the Remarketing Settlement Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated each such date, in form and substance satisfactory to the Remarketing Agent, of (i) the independent accountants of the Notes on Company who have certified the terms consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the manner contemplated Remarketing Materials, containing statements and information of the type ordinarily included in this Agreement;accountants’ “comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any, and (ii) Xxxxxx, Xxxxxxxxx & Associates, Inc. or another independent reserve engineer, containing statements and information with respect to the estimated oil and gas reserves of the Company and its subsidiaries contained in the Remarketing Materials, if any. (ve) an Event Each of Default (as defined in counsel for the Indenture)Company and General Counsel to the Company shall have furnished to the Remarketing Agent its opinion letter with respect to the Remarketed Notes, or any event whichaddressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, with the giving of notice or passage of time, or both, would constitute an Event of Default, addressing such matters with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change as are set forth in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required such counsel’s opinion letter furnished pursuant to Section 7(e) or Section 7(f) aboveof the Underwriting Agreement, as the Trust or case may be, adapted as necessary to relate to the Administrator shall fail to furnish securities being remarketed hereunder and to the Remarketing Agents on Materials, or to any changed circumstances or events occurring subsequent to the Reset Datedate of this Agreement, the officers’ certificate, opinion and comfort letter referred such adaptations being reasonably acceptable to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require Agent. (f) Counsel for the purpose Remarketing Agent shall have furnished to the Remarketing Agent its opinion with respect to the Remarketed Notes, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, addressing such matters with respect to the Notes as are set forth in such counsel’s opinion furnished pursuant to Section 7(g) of enabling such counsel the Underwriting Agreement, adapted as necessary to pass upon relate to the sale of Notes in securities being remarketed hereunder and to the Remarketings as in this Agreement contemplated and related proceedingsRemarketing Materials, or in order to evidence any changed circumstances or events occurring subsequent to the accuracy and completeness date of any of this Agreement, such adaptations being reasonably acceptable to the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedRemarketing Agent.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The Prospectus, and any supplement thereto, has been filed in the terms manner and conditions within the time period required by Rule 424(b); the Issuer Free Writing Prospectus, if any, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been timely filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Remarketed Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as the case may be;any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) During the due performance in all material respects by each period of time between the Trust applicable Commencement Date and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Settlement Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation trading or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended quotation in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension Company’s securities shall not have been suspended or material limitation in materially limited by the New York Stock Exchange or the Commission, or trading in securities generally on the NASDAQ Global Market or the New York Stock Exchange shall not have been suspended or Luxembourg Stock Exchange materially limited, or other minimum or maximum prices shall have been generally established on either of such exchange on which stock exchanges by the Notes are then listed Commission or any setting of minimum prices for trading on such exchangethe FINRA; (Bii) a general banking moratorium on commercial banking activities shall not have been declared by any of United States Federal federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Ciii) the there shall not have occurred any outbreak or escalation of national or international hostilities involving or any crisis or calamity, or any material adverse change in the United States or international financial markets, or any change or development involving a prospective substantial change in United Kingdom States’ or the declaration by the United States international political, financial or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) economic conditions, as in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or to enforce contracts for the sale of the Notes Remarketed Notes; (iv) in the judgment of the Remarketing Agent, there shall not have occurred any Material Adverse Change; or (v) there shall not have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the terms applicable Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein and in the manner contemplated Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by the Chief Executive Officer, President or a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, dated the applicable Remarketing Settlement Date, to the effect that, to the best of their knowledge after reasonable investigation: (i) the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission; (ii) the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; (iii) there has not occurred any downgrading, and the Company has not received any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in this Agreementthe rating accorded any securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (iv) for the period from the Commencement Date to such Remarketing Settlement Date, there has not occurred any Material Adverse Change; (v) an Event the representations and warranties of Default (as defined the Company in the Indenture), or any event which, Section 3 of this Agreement are true and correct with the giving same force and effect as though expressly made on and as of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing;such Remarketing Settlement Date. (vi) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date. (i) On the date of a material adverse change Successful Remarketing, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained in the conditionRemarketing Materials, financial or otherwiseif any, or and (ii) on the applicable Remarketing Settlement Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent accountants of the Company, to the effect that they reaffirm the statements made in the earningsletter furnished by them pursuant to subsection (e)(i) of this Section 6, business affairs or business prospects except that the specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the applicable Remarketing Settlement Date. (f) Each of (i) outside counsel for the Company reasonably acceptable to the Remarketing Agent, and (ii)counsel of the Trust, whether or not arising in the ordinary course of businessCompany, shall have occurred; (vii) if required furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 7(f(5(g)(i) aboveand 5(g)(ii), and, respectively, of the Trust or Underwriting Agreement, adapted as necessary to relate to the Administrator shall fail to furnish securities being remarketed hereunder and to the Remarketing Agents on Materials, if any, or to any changed circumstances or events occurring subsequent to the Reset date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the officers’ certificateRemarketing Agent. (h) At the applicable Remarketing Settlement Date, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents Agent shall have been furnished with such document as they may reasonably require for the purpose of enabling such counsel them to pass upon the issuance and sale of the Remarketed Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedherein.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The representations and warranties of the terms Company contained herein shall be true and conditions correct in all material respects on and as of the applicable Remarketing Agency Date, except as disclosed in writing to the Remarketing Agent pursuant to the preamble to Section 3, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Purchase Contract Agreement or Supplemental Remarketing Agency Agreement, as the case may be;Pledge Agreement to be performed on their part at or prior to such date. (b) During the due performance period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in all material respects by each of the Trust its reasonable discretion, until (and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (cincluding) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall not have occurred from the time of such exercise to the time of such purchase any of the following: (Ai) a suspension Trading generally shall have been suspended or material limitation in trading in securities generally materially limited on the New York Stock Exchange Exchange, (ii) trading of any securities of the Company shall have been materially suspended or Luxembourg limited on the New York Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (Biii) a general banking moratorium on commercial banking activities shall have been declared by any of United States either Federal or New York State authorities, or by The Bank of England or (iv) there shall have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or any escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; , if the effect of any such event specified in this clause (Cb) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event of Default (as defined The Prospectus, if any, shall have been filed with the Commission pursuant to Rule 424(b) in the Indenture)manner and within the time period required by Rule 424(b) under the Securities Act; no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any event whichpost-effective amendment to the Registration Statement shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (d) The Company shall have furnished to the Remarketing Agent a certificate, with dated the giving applicable Remarketing Date, of notice or passage the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of timethe Registration Statement, if any, or bothprohibiting the sale of the Remarketed Senior Notes is in effect, would constitute an Event and no proceedings for such purpose are pending before or, to the best knowledge of Defaultsuch officer, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date, except as disclosed in writing to the Remarketing Agent pursuant to the preamble to Section 3, and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date; and (3) the Registration Statement, if any, as of its effective date, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus or any other Remarketing Material did not, as of the date of such Prospectus or such Remarketing Material, if any, contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) On the applicable Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, from the Company’s independent accountants reasonably acceptable to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the Notes financial statements and certain financial information of the Company and its consolidated subsidiaries contained in the Remarketing Materials, if any. (f) counsel for the Company shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and be continuing;dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to the Most Recent Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (vig) a material adverse change in or such other counsel reasonably acceptable to the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of businessRemarketing Agent, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its written opinion, as special counsel to the Reset Company, addressed to the Remarketing Agent and dated such Delivery Date, in form and substance satisfactory to the officers’ certificate, Remarketing Agent addressing such matters as are set forth in such counsel’s opinion and comfort letter referred furnished pursuant to therein and the Most Recent Agreement. (h) or such other documents and opinions counsel reasonably acceptable to the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, as counsel for to the Remarketing Agents may reasonably require Agent, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (i) During the period commencing on a date prior to the Remarketing, chosen by the Remarketing Agent in its reasonable discretion, until (and including) the Remarketing Date and prior to the applicable Remarketing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for the purpose of enabling such counsel to pass upon the sale of Notes a possible change that does not indicate an improvement, in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of rating accorded any of the representations and warranties, or Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the fulfillment of any of the conditions, in this Agreement contained; orSecurities Act. (viiij) any Rating Agency Condition The Senior Notes shall not have been timely called for redemption following the occurrence of a Special Event. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Remarketing Agent by notice to the Company at any time on or prior to the applicable Remarketing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 6, 8 and 9 shall at all times be effective and shall survive such termination.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents Agent hereunder are subject to perform its duties under this Agreement shall be subject tothe following conditions: (a) The Prospectus shall have been timely filed with the terms and conditions Commission; no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as any part thereof or suspending the case may be;qualification of the Indenture shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) The Remarketing Agent shall not have discovered and disclosed to the due performance Company prior to or on the Remarketing Date that the Prospectus, the Registration Statement, or the Remarketing Materials or any amendment or supplement thereto contains any untrue statement of a fact which, in all the opinion of counsel for the Remarketing Agent, is material respects by each or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; andstatements therein not misleading. (c) Since the further condition that none respective dates as of which information is given in the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: Materials (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange Exchange, the American Stock Exchange, the Nasdaq National Market or Luxembourg Stock Exchange in the over-the-counter market, or other trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange on which or such market by the Notes are then listed Commission, by such exchange or by any setting of minimum prices for trading on such exchange; other regulatory body or governmental authority having jurisdiction, (Bii) a general banking moratorium on commercial banking activities shall have been declared by any of United States Federal or New York State state authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Ciii) the there shall have occurred any outbreak or escalation of hostilities involving the United States or United Kingdom any change in financial markets or the declaration by the United States any calamity or the United Kingdom crisis that, in your judgment, is material and adverse or (when the Notes are iv) there shall have occurred such a material adverse change in general economic, political or financial conditions so as in each case described in (i), (ii), (iii) and (iv) above to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) make it, in the reasonable judgment of the Remarketing Agents makes it Agent, impracticable or materially inadvisable to proceed with the Remarketing of at the Notes times and on the terms and in the manner contemplated in this Agreementthe Prospectus and in the Remarketing Materials. (d) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Remarketing Date, and the Company shall have performed in all material respects all covenants and agreements herein contained to be performed on its part at or prior to the Remarketing Date. (e) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (i) no order suspending the effectiveness of the Registration Statement or prohibiting the sale of the Remarketed Trust Preferred Securities is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) the representations and warranties of the Company in Section 3 are true and correct in all material respects on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to the Remarketing Date; (iii) the Registration Statement, as of its Effective Date, and the Prospectus and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (f) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of Xxxxxx Xxxxxxxx LLP, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Prospectus and in the Remarketing Materials. (g) Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP, counsel to the Company, shall have furnished to the Remarketing Agent its opinion letter or opinion letters, as the case may be, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel's opinion furnished pursuant to Section 7(c) of the Underwriting Agreement dated September 23, 1999 among the Company, the Trust and the Underwriters named herein relating to 10,000,000 9 3/4% Premium Equity Participating Securities Units--PEPS-SM- Units, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials; (vh) an Event of Default (as defined in the Indenture)Milbank, or any event whichTweed, with the giving of notice or passage of timeXxxxxx & XxXxxx LLP, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for Agent, shall have furnished to the purpose Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance satisfactory to the Remarketing Agent; (i) On or after the execution and delivery of enabling such counsel to pass upon the sale of Notes this Agreement, no downgrading shall have occurred in the Remarketings rating accorded the Company's debt securities or preference stock by any "nationally recognized statistical rating organization", as in this Agreement contemplated and related proceedings, or in order to evidence that term is defined by the accuracy and completeness Commission for purposes of any of Rule 436(g)(2) under the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedSecurities Act.

Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder are subject to the accuracy, on and as of the date when made, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder and to each of the Remarketing Agents to perform its duties under this Agreement shall be subject tofollowing additional terms and conditions: (a) The Prospectus shall have been timely filed with the terms and conditions Commission; no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the case may be;Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) The Remarketing Agent shall not have discovered and disclosed to the due performance Company on or prior to the Remarketing Date that the Prospectus, the Registration Statement or the Remarketing Materials or any amendment or supplement thereto contains any untrue statement of a fact which, in the opinion of counsel for the Remarketing Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Preferred Stock, the PIES, the Remarketed Preferred Stock, the Prospectus, each Registration Statement, the Remarketing Materials and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects by each to counsel for the Remarketing Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Counsel to the Company shall have furnished to the Remarketing Agent its written opinion, as counsel to the Company, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance satisfactory to the Remarketing Agent, covering such matters as are usually covered in transactions of this type. (e) Counsel to the Purchase Contract Agent shall have furnished to the Remarketing Agent its written opinion, as counsel to the Purchase Contract Agent, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance satisfactory to the Remarketing Agent, covering such matters as are usually covered in transactions of this type. (f) Counsel to the Collateral Agent shall have furnished to the Remarketing Agent its written opinion, as counsel to the Collateral Agent, and addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance satisfactory to the Remarketing Agent, covering such matters as are usually covered in transactions of this type. (g) On the Remarketing Date, the Company shall have furnished to the Remarketing Agent a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of Deloitte & Touche LLP, or such other firm of nationally recognized independent public accountants satisfactory to the Remarketing Agent, containing statements and information of the Trust and the Administrator of its obligations and agreements as set forth type ordinarily included in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, accountants' "comfort letters" with respect to clause certain financial information contained in the Prospectus and in the Remarketing Materials. (ivh) belowThe Company shall have furnished to the Remarketing Agent a certificate, at dated the time set forth in such clauseRemarketing Date, of a senior executive officer of the Company, stating that: (i) all The representations, warranties and agreements of the Notes for which Company in Section 2 are true and correct as of the Remarketing Agents are responsible for Remarketing under this Agreement shall Date; the Company has complied with all its agreements contained herein; and the conditions contained in Section 5(a) have been called by SLM Corporation or any Affiliatefulfilled; (iiA) without Neither the prior written consent Company, the Bank nor any of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of Company's other subsidiaries has sustained since the date of this Agreement, that in either case the latest audited financial statements included or incorporated by reference in the reasonable opinion Prospectus or in the Remarketing Materials any 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, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, otherwise than as set forth or contemplated in the Prospectus or in the Remarketing Materials and (B) since the respective dates as of which information is given in the Prospectus or in the Remarketing Materials, there has not been any material change in the consolidated share capital or long-term debt of the Remarketing Agents materially changes Company and its subsidiaries (including, without limitation, the nature Bank) or the consolidated share capital or long-term debt of any Significant Subsidiary (including, without limitation, the Bank) or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Notes Company and its subsidiaries, including without limitation the Bank (taken as a whole), otherwise than as set forth or contemplated in the Prospectus or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents);Materials; and (iii) They have carefully examined the rating of any securities of Registration Statement, the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if Prospectus and the Remarketing Agents exercise Materials and, in their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: opinion (A) the Registration Statement, as of its Effective Date, and the Prospectus and the Remarketing Materials, as of their respective dates, did not include any untrue statement of a suspension material fact and did not omit to state any material fact required to be stated therein or material limitation in trading in securities generally on necessary to make the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; statements therein not misleading, and (B) since such dates, no event has occurred which should have been set forth in a general moratorium on commercial banking activities declared by any of United States Federal supplement or New York State authoritiesamendment to the Registration Statement, or by The Bank of England the Prospectus or the European Central BankRemarketing Materials. (i) There shall not have been, when since the Notes are to be reset in a non-U.S. Dollar currency; date hereof or (C) since the outbreak or escalation respective dates as of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) which information is given in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture)Final Prospectus, or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earningsconsolidated financial position, stockholders' equity, results of operations, business affairs or business prospects of the TrustCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business. (j) Without the prior written consent of the Remarketing Agent, the Certificate of Designations shall not have been amended in any manner, or otherwise contain any provision contained therein as of the date hereof that, in the opinion of the Remarketing Agent, materially changes the nature of the Remarketed Preferred Stock or the Remarketing Procedures. (k) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Preferred Stock or any of the Company's or any Significant Subsidiary's (including, without limitation, the Bank) debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Preferred Stock or any of the Company's or any Significant Subsidiary's (including, without limitation, the Bank) debt securities. (l) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have occurred; been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (viiii) if required pursuant to Section 7(fa banking moratorium shall have been declared by Federal or state authorities, (iii) abovethe United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the Trust United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the Administrator effect of international conditions on the financial markets in the United States shall fail be such) as to furnish to make it, in the judgment of the Remarketing Agents Agent, impracticable or inadvisable to proceed with the Remarketing on the Reset Dateterms and in the manner contemplated in the Prospectus or in the Remarketing Materials. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the officers’ certificate, opinion provisions hereof only if they are in form and comfort letter referred substance reasonably satisfactory to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedAgent.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement hereunder shall be subject toto the following conditions: (a) The Prospectus shall have been filed with the terms Commission pursuant to Rule 424(b) under the Securities Act prior to 5:30 P.M., New York City time, on the second Business Day following its use by the Remarketing Agents, or such other time and conditions of date as may be agreed upon by the applicable Company and the Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be;Agents. (b) No stop order suspending the due performance in all material respects by each effectiveness of the Trust and Registration Statement or preventing or suspending the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy use of the representations and warranties Prospectus or any Issuer Free Writing Prospectus shall be in this Agreement and any certificate delivered effect at or prior to the Remarketing Settlement Date; no proceedings for such purpose or pursuant to this Agreement; and (c) the further condition that none Section 8A of the following events Securities Act against the Company or relating to the offering of the Remarketed Convertible Notes shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Datebe pending before, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all knowledge of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation Company or any Affiliate; (ii) without the prior written consent either of the Remarketing Agents, threatened by, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of Commission on the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents)Date; (iiic) the rating of any securities of the Trust There shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (Aa)(i) a suspension or material limitation in trading in the securities of the Company or generally shall have been suspended or limited on the New York Stock Exchange by the NYSE, the Commission or Luxembourg other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; governmental authority, (Biii) a general moratorium on commercial banking activities in New York shall have been declared by any of United States either Federal or New York State authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearing services in the United States shall have occurred, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Civ) the any material outbreak or escalation of hostilities involving or any calamity or crisis that, in the judgment of either of the Remarketing Agents, is material and adverse, or (v) any material adverse change in financial, political or economic conditions in the United States or United Kingdom or the declaration by the United States or the United Kingdom elsewhere shall have occurred and (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (Cb) in the reasonable case of any of the events specified in clauses (a)(i) through (v), such event singly or together with any other such event makes it, in the judgment of either of the Remarketing Agents makes it Agents, impracticable or inadvisable to proceed with the Remarketing or to enforce contracts for the sale of any of the Notes on the terms and in the manner contemplated in this Agreement;Remarketed Convertible Notes. (vd) an Event The representations and warranties of Default (the Company contained herein shall be true and correct on and as defined in of the Indenture)applicable Remarketing Date and the Remarketing Settlement Date, or any event whichand the Company, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to Purchase Contract Agent and the Notes Collateral Agent shall have occurred performed all covenants and be continuing; (vi) a material adverse change in the condition, financial or otherwise, agreements contained herein or in the earnings, business affairs Purchase Contract and Pledge Agreement to be performed on their part at or business prospects of the Trust, whether or not arising in the ordinary course of business, prior to such Remarketing Date and such Remarketing Settlement Date. (e) The Company shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents a certificate, dated the applicable Remarketing Settlement Date, of the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company stating that: (1) no order suspending the effectiveness of the Registration Statement, or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, or prohibiting the sale of the Remarketed Convertible Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officer, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 hereof are true and correct on and as of the Reset applicable Remarketing Settlement Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Settlement Date; and (3) the Registration Statement, as of the latest date any part of the Registration Statement became, or is deemed to have become, effective by the Commission under the Securities Act, and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) On the applicable Remarketing Date and the Remarketing Settlement Date, the officersRemarketing Agents shall have received a letter addressed to the Remarketing Agents and dated such date, in form and substance satisfactory to the Remarketing Agents, of the independent registered public accountants of the Company, containing statements and information of the type ordinarily included in accountants’ certificate“comfort letters” with respect to certain financial information contained in the Remarketing Materials, if any. (g) Counsel for the Company reasonably acceptable to the Remarketing Agents shall have furnished to the Remarketing Agents its or their opinion or opinions, addressed to the Remarketing Agents and comfort letter referred dated the Remarketing Settlement Date, in form and substance reasonably satisfactory to therein the Remarketing Agents addressing such matters as are set forth in such counsel’s opinion or opinions furnished pursuant to Section 7(d) of the Underwriting Agreement, adapted as necessary to relate to the Remarketed Convertible Notes and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such other documents and opinions as adaptations being reasonably acceptable to counsel to the Remarketing Agents. (h) Counsel for the Remarketing Agents may shall have furnished to the Remarketing Agents its opinion, addressed to the Remarketing Agents and dated the Remarketing Settlement Date, in form and substance reasonably require for satisfactory to the purpose of enabling such counsel Remarketing Agents. (i) Subsequent to pass upon the sale of Notes Commencement Date and prior to the Remarketing Settlement Date, there shall not have occurred any downgrading, withdrawal or suspension in the Remarketings rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as in this Agreement contemplated such term is defined for purposes of Rule 436(g)(2) under the Securities Act that currently has publicly released a rating of the Company’s securities and related proceedingsno such organization shall have publicly announced that it has under surveillance or review, or in order to evidence the accuracy and completeness with negative implications, its rating of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedCompany’s securities.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Remarketing Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust Issuer and the Issuer Administrator of its obligations and agreements as set forth in this Remarketing Agreement and the accuracy of the representations and warranties in this Remarketing Agreement and any certificate delivered pursuant to this Remarketing Agreement; and (c) the further condition that none of the following events shall exist for a class of the Reset Rate Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Reset Rate Notes for which the Remarketing Agents are responsible for Remarketing under this Remarketing Agreement shall have been called by SLM Corporation be the subject of a Call Option Notice or any Affiliatea redemption; (ii) without the prior written consent of the Remarketing Agents, the Indenture Indenture, the Reset Rate Notes or any Derivative Product relating to the Reset Rate Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Remarketing Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Reset Rate Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust Issuer and the Issuer Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust Issuer shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Remarketing Agreement to purchase tendered Reset Rate Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Reset Rate Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Reset Rate Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Reset Rate Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Reset Rate Notes on the terms and in the manner contemplated in this Remarketing Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Reset Rate Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the TrustIssuer, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f7(g) abovehereof, the Trust Issuer or the Issuer Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Reset Rate Notes in the Remarketings as in this Remarketing Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, contained in this Agreement containedRemarketing Agreement; or (viii) any Rating Agency Condition shall not have been timely satisfied.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The Prospectus, and any supplement thereto, has been filed in the terms manner and conditions within the time period required by Rule 424(b); the Issuer Free Writing Prospectus, if any, and any other material required to be filed by the Issuers pursuant to Rule 433(d) under the Securities Act, shall have been timely filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Issuers have paid the fees required by the Commission relating to the Remarketed Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement or Supplemental Remarketing Agency Agreement, as the case may be;any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) During the due performance in all material respects by each period of time between the Trust applicable Commencement Date and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Effective Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation trading or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended quotation in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension Unit Issuer’s securities shall not have been suspended or material limitation in materially limited by the New York Stock Exchange or the Commission, or trading in securities generally on the New York Stock Exchange shall not have been suspended or Luxembourg Stock Exchange limited, or other such exchange on which the Notes are then listed minimum or any setting of minimum maximum prices for trading shall have been generally established on such exchangestock exchange by the Commission or the FINRA; (Bii) a general banking moratorium on commercial banking activities shall not have been declared by any of United States Federal federal or New York State authorities, authorities or by The Bank of England a material disruption in commercial banking or securities settlement or clearance services in the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currencyUnited States has occurred; or (Ciii) the there shall not have occurred any outbreak or escalation of national or international hostilities involving or any crisis or calamity, or any change in the United States or United Kingdom international financial markets, or the declaration by the any substantial change or development involving a prospective substantial change in United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency international political, financial or war; if the effect of any such event specified in this clause (C) economic conditions, as in the reasonable judgment of the Remarketing Agents Agent is material and adverse and makes it impracticable or inadvisable to proceed with the Remarketing of in the Notes manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Remarketed Notes. (c) The representations and warranties of the Issuers contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date, and the Issuers, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein and in the manner contemplated in Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date. (d) The Issuers shall have furnished to the Remarketing Agent a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of each of the Issuers and the Chief Financial Officer or Chief Accounting Officer of each of the Issuers, dated the applicable Reset Effective Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment thereto, the Disclosure Package and any amendment or supplement thereto and this Agreement, and further to the effect that: (i) such Issuer has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission; (ii) there has not occurred any downgrading, and such Issuer has not received any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of such Issuer by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (iii) for the period from the Commencement Date to such Reset Effective Date, there has not occurred any Material Adverse Change; (iv) the representations and warranties of such Issuer in Section 3 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such Reset Effective Date. (v) an Event such Issuer has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Reset Effective Date. (i) On the date of Default (as defined a Successful Remarketing, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Indenture)Remarketing Agent, or any event whichof the independent public accountants of the Unit Issuer, with containing statements and information of the giving of notice or passage of time, or both, would constitute an Event of Default, type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained or incorporated by reference in the Notes Remarketing Materials, if any, and (ii) on the applicable Reset Effective Date, the Remarketing Agent shall have occurred received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent public accountants of the Unit Issuer, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (e)(i) of this Section 6, except that the specified date referred to therein for the carrying out of procedures shall be continuing;no more than three Business Days prior to the applicable Reset Effective Date. (vif) a material adverse change in Each of (i) outside counsel for the conditionIssuers reasonably acceptable to the Remarketing Agent, financial or otherwise, or in the earnings, business affairs or business prospects and (ii) counsel of the Trust, whether or not arising in the ordinary course of businessIssuers, shall have occurred; (vii) if required furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Reset Effective Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 7(f5(e)(i), 5(e)(ii) aboveand 5(e)(iii), respectively, of the Trust or Underwriting Agreement, adapted as necessary to relate to the Administrator shall fail to furnish securities being remarketed hereunder and to the Remarketing Agents on Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (g) Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Reset Effective Date, in form and substance reasonably satisfactory to the officers’ certificateRemarketing Agent. (h) At the applicable Reset Effective Date, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents Agent shall have been furnished with such documents as they may reasonably require for the purpose of enabling such counsel them to pass upon the issuance and sale of the Remarketed Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedherein.

Conditions to the Remarketing Agent's Obligations. The obligations of each the Remarketing Agent hereunder are subject to the accuracy, on and as of the Remarketing Agents to perform its duties under this Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreementdate when made, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties of the Issuers contained herein, to the performance by the Issuers of their respective obligations hereunder, and to each of the following additional terms and conditions. The Remarketing Agent may in its sole discretion waive on its behalf compliance with any conditions to the obligations of the Remarketing Agent hereunder. (a) If filing of a Prospectus is required, such Prospectus shall have been timely filed with the Commission and no stop order suspending the effectiveness of the Registration Statement or any part thereof or suspending the qualification under the Trust Indenture Act of the Indenture, the Declaration or the Capital Securities Guarantees under the Trust Indenture Act shall have been issued. 121 and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in any Registration Statement or the Prospectus or otherwise shall have been complied with. (b) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Transaction Documents, the Remarketed Capital Securities, the Guarantees, the Instruments, the Prospectus, the Registration Statement or the Remarketing Materials and all other legal matters relating to this Agreement and any certificate delivered pursuant the transactions contemplated hereby shall be reasonably satisfactory in all material respects to this Agreement; andthe Remarketing Agent, and the Issuers shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (c) [ ], counsel for the further condition that none of Remarketing Agent, shall have furnished to the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Agent such written opinion or opinions, dated the Remarketing Date, or, with respect to clause the incorporation of the Company, the validity of the Capital Securities (ivor, if the securities subject to the Remarketing are the Debentures, the Debentures), the Registration Statement and the Prospectus, and such other related matters as the Remarketing Agent may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (d) below[ ], at counsel for the time set forth Trust, the Company and MetLife, shall have furnished to the Remarketing Agent their written opinion, dated the Remarketing Date, in such clauseform and substance reasonably satisfactory to Remarketing Agent, to the effect that: (i) all The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Notes for which State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus and the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any AffiliateMaterials; (ii) without MetLife has been duly incorporated and is validly existing as a stock life insurance company in good standing under the prior written consent laws of the Remarketing AgentsState of New York, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein with corporate power and authority to own its property and conduct its business as of the date of this Agreement, that in either case described in the reasonable opinion of Prospectus and the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents)Materials; (iii) The Company has an authorized capitalization as set forth in the rating Prospectus and the Remarketing Materials; MetLife has an authorized capitalization of any securities _________ shares of common stock, par value $____; and all of the Trust shall issued shares of capital stock of MetLife have been downduly and validly issued, are fully paid and nonassessable and (except as described 19 122 in the Prospectus and the Remarketing Materials and the exhibits thereto and except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; the shares of the Issuable Common Stock have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Purchase Contracts, the Purchase Contract Agreement and the Pledge Agreement, will be duly and validly issued, fully paid and non-graded assessable and will conform in all material respects to the description of the Common Stock contained in the Prospectus and the Remarketing Materials or put to any amended or supplemented description of the Common Stock contained in a then effective report or registration statement filed pursuant to the Exchange Act; and the issuance of the Issuable Common Stock is not subject to any preemptive or similar rights under surveillance the amended and restated articles of incorporation and the by-laws of MetLife or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organizationthe DGCL; (iv) if The Remarketing, the Remarketing Agents exercise their option under Section 5 issuance and sale of this Agreement the Instruments, the entry into and the compliance by the Trust, the Company and MetLife with all provisions of the Transaction Documents and the consummation of the transactions herein contemplated will not result in any violation of the provisions of (i) the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws or similar organizational documents of the Company or MetLife or the Declaration or any other organizational documents of the Trust, (ii) any agreement or instrument listed as Exhibit B hereto, or (iii) any New York or Federal statute or the DGCL or any rule or regulation known to purchase tendered Notes that they are not otherwise able to remarketsuch counsel of any New York or Federal governmental agency or body having jurisdiction over the Company, there shall have occurred from the time of such exercise to the time of such purchase Trust, MetLife or any Significant Subsidiary or any of their properties, except, in the following: case of clauses (Aii) a suspension and (iii), as would not, individually or material limitation in trading in securities generally on the New York Stock Exchange aggregate, adversely affect the validity or Luxembourg Stock Exchange or other such exchange on which performance of the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England Instruments or the European Central Bank, when the Notes are to be reset in Transaction Documents or have a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this AgreementMaterial Adverse Effect; (v) an Event This Agreement has been duly authorized by the Trust and the Company and, assuming due authorization, execution and delivery by the Purchase Contract Agent, at the date hereof and at the Commencement Date and the Remarketing Date will be duly executed and delivered by the Company and the Trust and will constitute a valid and binding obligation of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred Company and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising enforceable against the Company and the Trust in accordance with its terms; and this Agreement conforms in all material respects to the description thereof contained in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to Prospectus and the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfied.Materials;

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Navient Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfied.

Conditions to the Remarketing Agent's Obligations. The obligations of each the Remarketing Agent hereunder are subject to the accuracy, on and as of the Remarketing Agents to perform its duties under this Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreementdate when made, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties of the Company contained herein, to the performance by the Company of its respective obligations hereunder, and to each of the following additional terms and conditions. The Remarketing Agent may in its sole discretion waive any of the conditions of this Section 6. (a) The Prospectus shall have been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement or any part thereof or suspending the qualification of the Indenture or the Purchase Contract Agreement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any certificate delivered pursuant request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) The Remarketing Agent shall not have discovered and disclosed to this Agreement; andthe Company on or prior to the Remarketing Date that the Prospectus, the Registration Statement or the Remarketing Materials or any amendment or supplement thereto contains any untrue statement of a fact which, in the opinion of counsel for the Remarketing Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date authorization, form and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date validity of this Agreement, that in either case in the reasonable opinion of Indenture, the remarketed Debentures, the Prospectus, the Registration Statement, the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of Materials and all other legal matters relating to this clause (ii) the Trust Agreement and the Administrator Transactions shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement reasonably satisfactory in all material respects to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably require for the purpose of enabling such counsel request to enable them to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedsuch matters.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) The Prospectus, if any, shall have been timely filed with the terms and conditions Commission; no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement, if any, or Supplemental Remarketing Agency Agreement, as any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the case may be;Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c1) the further condition that none of the following events Trading generally shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall not have been called by SLM Corporation suspended or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally limited on the New York Stock Exchange or Luxembourg the Nasdaq National Market, (2) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange or any other such exchange on which or over-the-counter market, (3) a material disruption in securities settlement, payment or clearance services in the Notes are then listed or any setting of minimum prices for trading on such exchange; United States shall not have occurred, (B4) a general moratorium on commercial banking activities shall not have been declared by any of United States either Federal or New York State authorities, (5) neither the Company nor any of its Significant Subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by The Bank reference in the Registration Statement and the Prospectus any 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, otherwise than as set forth or contemplated in the Prospectus, (6) since the respective dates as of England which information is given in the Registration Statement and the Prospectus, there shall not have been any change in the capital stock (other than issuances of common stock upon the exercise of previously issued stock options, pursuant to currently existing employee compensation plans or upon exercise of the European Central BankPurchase Contracts forming a part of the Corporate Units) or long-term debt of the Company and its Significant Subsidiaries taken as a whole (other than in connection with changes in the value of derivative financial instruments currently held by the Company), when or any change, or any development involving a prospective change, in or affecting the Notes are to be reset condition, financial or otherwise, earnings, business, management, or operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in a non-U.S. Dollar currency; or the Prospectus, (C7) the there shall not have occurred any outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; war or (8) there shall not have occurred any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in this clause (C5), (6), (7) or (8) in the reasonable judgment of the Remarketing Agents makes Agent is so material and adverse as to make it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Notes on the terms and in the manner contemplated in this Agreement;the Prospectus. (vc) an Event The representations and warranties of Default (the Company contained herein shall be true and correct on and as defined of the applicable Remarketing Date and the applicable Remarketing Settlement Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Indenture)Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Date or such Remarketing Settlement Date, as applicable. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the applicable Remarketing Settlement Date, of the Chief Financial Officer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or prohibiting the sale of the Remarketed Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (2) the representations and warranties of the Company in Section 3 are true and correct on and as of the applicable Remarketing Date and the applicable Remarketing Settlement Date and the Company has performed in all material respects all 11 covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Date or such Remarketing Settlement Date; and (3) the Registration Statement, as of its effective date, and the Remarketing Materials, as of their respective dates, did not contain any event whichuntrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, with in light of the giving circumstances under which they were made, not misleading. (e) On the applicable Remarketing Date and on the applicable Remarketing Settlement Date the independent accountants of notice or passage the Company shall have furnished to the Remarketing Agent letters, dated such respective dates, in form and substance satisfactory to the Remarketing Agent, containing statements and information of time, or both, would constitute an Event of Default, the type customarily included in accountants "comfort letters" to underwriters with respect to the Notes financial statements and schedules and certain financial information contained or incorporated by reference in the Registration Statement or the Remarketing Materials; provided that the letter delivered on the applicable Remarketing Settlement Date shall have occurred and be continuing;use a "cut-off" date no more than three business days prior to such Remarketing Settlement Date. (vif) a material adverse change in Each of (1) outside counsel for the conditionCompany reasonably acceptable to the Remarketing Agent, financial or otherwise, or in and (2) the earnings, business affairs or business prospects General Counsel of the Trust, whether or not arising in the ordinary course of businessCompany, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on Agent its opinion, addressed to the Reset Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance reasonably satisfactory to the officers’ certificateRemarketing Agent addressing such matters as are set forth in such counsel's opinion furnished pursuant to Sections 7(c) and 7(d) of the Underwriting Agreement, opinion adapted as necessary to relate to the securities being remarketed hereunder and comfort letter referred to therein and the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such other documents and opinions as adaptations being reasonably acceptable to counsel to the Remarketing Agent. (g) Counsel for the Remarketing Agents may reasonably require Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Settlement Date, in form and substance satisfactory to the Remarketing Agent. (h) Subsequent to the execution and delivery of this Agreement and prior to the applicable Remarketing Settlement Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for the purpose of enabling such counsel to pass upon the sale of Notes a possible change that does not indicate an improvement, in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of rating accorded any of the representations and warranties, or Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedSecurities Act.

Conditions to the Remarketing Agent's Obligations. The several obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the terms and conditions Remarketing is a Public Remarketing, no order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or Supplemental Remarketing Agency Agreement, as pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Final Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case may be;of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and, to the extent required by applicable Canadian Securities Laws, with applicable Canadian Securities Regulators, in each case in accordance with Section 4 hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. (b) Subsequent to the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Commencement Date, or, with respect to clause (iv) below, at the time set forth in such clause: : (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement trading generally shall not have been called suspended or materially limited on or by SLM Corporation any of The New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or any Affiliate; the Toronto Stock Exchange; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating trading of any securities of issued or guaranteed by the Trust Corporation shall not have been downsuspended on any exchange or in any over-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchangethe-counter market; (Biii) a general moratorium on commercial banking activities shall not have been declared by any of United States Federal federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (Civ) the there shall not have occurred any outbreak or escalation of hostilities involving or any change in financial markets or any calamity or crisis, either within or outside the United States States; (v) no downgrading shall have occurred in the rating accorded any debt securities or United Kingdom preferred shares issued, or guaranteed by, the declaration Corporation or any of its subsidiaries by the United States or the United Kingdom (when the Notes are to be reset any “nationally recognized statistical rating organization,” as such term is defined in a non-U.S. Dollar currencySection 3(a)(62) of a national emergency the Exchange Act and no such organization shall have publicly announced that it has under surveillance or war; if the effect review, or has changed its outlook with respect to, its rating of any such debt securities or preferred shares issued or guaranteed by the Corporation or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading); or (vi) no event specified or condition of a type described in this clause (CSection 6.1(rr) of the Underwriting Agreement shall have occurred or shall exist, which event or condition is not described in the reasonable General Disclosure Package (excluding any amendment or supplement thereto) and the Final Prospectus (excluding any amendment or supplement thereto), that, in the judgment of the Remarketing Agents Agents, is material and adverse and makes it impracticable or inadvisable to proceed market the Remarketed Notes or to enforce contracts for the sale of the Remarketed Notes. (c) The Remarketing Agents shall have received a certificate, dated the applicable Remarketing Settlement Date, of an executive officer of the Corporation who has specific knowledge of the Corporation’s financial matters and is satisfactory to the Representatives certifying that: (i) the representations and warranties of the Corporation in this Agreement are true and correct; (ii) the Corporation has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Remarketing Settlement Date; (iii) in the case of a Public Remarketing, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; and, (iv) subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Corporation and its subsidiaries taken as a whole except as set forth in or contemplated by the General Disclosure Package or as described in such certificate. (d) On each of the date of a Successful Remarketing and on the Remarketing Settlement Date, the Remarketing Agents shall have received “comfort letters” with respect to certain financial information contained or incorporated by reference in the Remarketing Materials addressed to the Remarketing Agents and dated each such date, in form and substance satisfactory to the Remarketing Agents, of the Notes on independent accountants of (x) the terms Corporation and in the manner contemplated in this Agreement;(y) Atlantica Sustainable Infrastructure plc. (ve) an Event Each of Default (as defined in i) Xxxxxx, Xxxx & Xxxxxxxx LLP, U.S. counsel to the Indenture)Corporation, or any event whichand (ii) Xxxxx, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Corporation, shall have furnished to the Remarketing Agents its opinion letter with respect to the giving of notice or passage of timeRemarketed Notes, or bothaddressed to the Remarketing Agents and dated the applicable Remarketing Settlement Date, would constitute an Event of Default, addressing such matters with respect to the Notes shall have occurred as were set forth in such counsel’s opinion letter furnished pursuant to Section 7.1(f) or Section 7.2 of the Underwriting Agreement, as the case may be, adapted as necessary to relate to the securities being remarketed hereunder and be continuing;to the Remarketing Materials, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel for the Remarketing Agents. (vif) a material adverse change in Each of (i) Cravath, Swaine & Xxxxx LLP, U.S. counsel to the conditionRemarketing Agents, financial or otherwiseand (ii) Xxxxxxx Xxxxx LLP, or in Canadian counsel to the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of businessRemarketing Agents, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish furnished to the Remarketing Agents on its opinion with respect to the Reset DateRemarketed Notes, the officers’ certificate, opinion and comfort letter referred addressed to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for and dated the purpose applicable Remarketing Settlement Date, addressing such matters with respect to the Notes as were set forth in such counsel’s opinion furnished pursuant to Section 7.1(g) of enabling such counsel the Underwriting Agreement, adapted as necessary to pass upon relate to the sale of Notes in securities being remarketed hereunder and to the Remarketings as in this Agreement contemplated and related proceedingsRemarketing Materials, or in order to evidence any changed circumstances or events occurring subsequent to the accuracy and completeness date of any of this Agreement, such adaptations being reasonably acceptable to the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedRemarketing Agents.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement hereunder shall be subject toto the following conditions: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust The Prospectus and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset DateFinal Term Sheet, orif any, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without timely filed with the prior written consent Commission; no stop order suspending the effectiveness of the Remarketing Agents, the Indenture Registration Statement or the Notes issuance of an order preventing the use of the Time of Sale Information and no proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the Remarketing are pending before or shall have been amended initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in any mannerthe Registration Statement, the Prospectus or the Time of Sale Information or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures shall have been complied with. (it being understood that notwithstanding the provisions of this clause (ii1) the Trust and the Administrator Trading generally shall not be prohibited from amending such documents); have been suspended or materially limited on the New York Stock Exchange, (iii2) the rating trading of any securities of the Trust Company shall not have been down-graded materially suspended or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally limited on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (B3) a general moratorium on commercial banking activities in New York shall not have been declared by any of United States either Federal or New York State authorities, or by The Bank of England or and (4) there shall not have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the any outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; war or other calamity or crisis, if the effect of any such event specified in this clause (C4) in the reasonable judgment of the Remarketing Agents Representative makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event The representations and warranties of Default (the Company contained herein shall be true and correct in all material respects on and as defined of the Remarketing Closing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Indenture)Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to such Remarketing Closing Date. (d) The Company shall have furnished to the Remarketing Agents a certificate, dated the Remarketing Closing Date, of the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agents stating that: (1) the representations and warranties of the Company contained or incorporated by reference in Section 5 are true and correct on and as of the Remarketing Closing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Remarketing Closing Date; (2) no order suspending the effectiveness of the Registration Statement, if any, or any event whichprohibiting the sale of the Remarketed Senior Notes is in effect, with the giving of notice or passage of timeand no proceedings for such purpose are pending before or, or both, would constitute an Event of Default, with respect to the Notes shall have occurred knowledge of such officers, threatened by the Commission; and be continuing; (vi3) a since the date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been no material adverse change in the condition, condition (financial or otherwise), or in the prospects, earnings, business affairs or business prospects properties of the TrustCompany and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus. (e) On the applicable Remarketing Date and on the Remarketing Closing Date, the Remarketing Agents shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish received a letter addressed to the Remarketing Agents and dated such respective dates, in form and substance satisfactory to the Remarketing Agents, of Ernst & Young LLP, the independent registered public accounting firm of the Company, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and schedules and certain financial information contained in or incorporated by reference in the Time of Sale Information and the Prospectus; provided that the letter delivered on such Remarketing Closing Date shall use a “cut-off” date no more than three business days prior to such Remarketing Closing Date. (1) W. Xxxxxx Xxxxx, Corporate Counsel to the Reset Company shall have furnished to the Remarketing Agents his opinion, addressed to the Remarketing Agents and dated the Remarketing Closing Date, in form and substance reasonably satisfactory to the officers’ certificateapplicable Remarketing Agents addressing such matters as are set forth in Sections 6(b) and (d) of the Underwriting Agreement, opinion and comfort letter referred (2) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP, counsel for the Company shall have furnished to therein the Remarketing Agents its opinion, addressed to the Remarketing Agents and dated the Remarketing Closing Date, in form and substance reasonably satisfactory to the Remarketing Agents addressing such other documents matters as are set forth in Section 6(c) of the Underwriting Agreement, in each case adapted as necessary to relate to the securities being remarketed hereunder and opinions as to the Time of Sale Information, or to any changed circumstances or events occurring subsequent to the date of the Underwriting Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agents. (g) Xxxxx Xxxx & Xxxxxxxx, counsel for the Remarketing Agents, shall have furnished to the Remarketing Agents may reasonably require its opinion, addressed to the Remarketing Agents and dated the Remarketing Closing Date, in form and substance satisfactory to the Remarketing Agents. (h) Subsequent to the execution and delivery of this Agreement and prior to the Remarketing Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for the purpose of enabling such counsel to pass upon the sale of Notes a possible change that does not indicate an improvement, in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of rating accorded any of the representations and warranties, or Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the fulfillment of any of the conditions, in this Agreement contained; orSecurities Act. (viiii) any Rating Agency Condition On or prior to the Remarketing Closing Date, the Company shall not have been timely satisfiedfurnished to the Representative such further information, certificates and documents as the Representative may reasonably request.

Conditions to the Remarketing Agent's Obligations. The Remarketing Agents have entered into this Remarketing Agreement in reliance upon the representations, warranties and obligations of each of the Authority contained herein and upon the documents and instruments to be delivered at the Settlement Time. Accordingly, the Remarketing Agents to perform its duties Agents’ obligations under this Remarketing Agreement shall be subject toto the following conditions: (a) the terms The representations and conditions warranties of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementAuthority contained herein shall be true and correct at the date hereof and true and correct at and as of the Settlement Time, as if made at and as of the case may beSettlement Time and will be confirmed by a certificate or certificates of the appropriate Authority official or officials dated the Settlement Date, and the Authority shall be in compliance with each of the agreements and covenants made by it in this Remarketing Agreement; (bi) At the Settlement Time, the Act, the Bond Resolution and the Legal Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to by the Authority and the Remarketing Agents, and (ii) the due performance in Authority shall perform or have performed all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth required under or specified in the Act, the Bond Resolution, the Legal Documents, this Agreement Remarketing Agreement, the Preliminary Remarketing Memorandum and the accuracy of Remarketing Memorandum to be performed at or prior to the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; andSettlement Time; (c) As of the further condition that none date hereof and at the Settlement Time, all necessary official action of the Authority relating to this Remarketing Agreement, the Legal Documents, the Preliminary Remarketing Memorandum and the Remarketing Memorandum shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect; (d) Subsequent to the date hereof, up to and including the Settlement Time, there shall not have occurred any change in or particularly affecting the Authority, the Act, the Ordinance, the Sales Tax, the Revenues, or the Series 2012A Bonds as the foregoing matters are described in the Preliminary Remarketing Memorandum and the Remarketing Memorandum, which in the reasonable professional judgment of the Remarketing Agents materially adversely impacts the marketability of the Series 2012A Bonds; (e) Subsequent to the date hereof, up to and including the Settlement Time, the California State Board of Equalization shall not have suspended or advised the suspension of the collection of the Sales Tax or the escrow of any proceeds thereof, and the General Counsel to the Authority, shall not have advised the suspension of the collection of the Sales Tax or the escrow of any proceeds thereof other than as disclosed in the Preliminary Remarketing Memorandum and the Remarketing Memorandum; (f) At or prior to the Settlement Date, the Remarketing Agents shall receive copies of each of the following events shall exist for a class documents: (1) A certified copy of Notes at any time between a the proceedings relating to authorization and approval of the Sales Tax. (2) A certified copy of the Board Resolution. (3) Fully executed copies of each of the Legal Documents. DRAFT (4) The Remarketing Terms Determination Date Memorandum delivered in accordance with Section 2 hereof and Reset each supplement or amendment, if any, executed on behalf of the Authority by its Executive Director or its Chief Financial Officer. (5) An opinion of Best Best & Xxxxxxx LLP, Bond Counsel to the Authority (“Bond Counsel”), dated the Settlement Date, orto the effect that the tender, interest rate mode conversion and the remarketing of the Series 2012A Bonds will not, in and of themselves, adversely affect the exclusion of interest on the Series 2012A Bonds from federal gross income or the exclusion of interest on the Series 2012A Bonds from State income taxation, addressed to the Authority substantially in the form attached as Appendix E to the Remarketing Memorandum, and a reliance letter with respect thereto addressed to clause the Remarketing Agents. (iv6) belowA supplemental opinion of Bond Counsel, at addressed to the time set forth in such clauseRemarketing Agents, to the effect that: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have has been called duly executed and delivered by SLM Corporation the Authority and is valid and binding upon the Authority, subject to laws relating to bankruptcy, insolvency, reorganization or any Affiliatecreditors’ rights generally, to the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State of California; (ii) without the prior written consent statements contained in the Preliminary Remarketing Memorandum and in the Remarketing Memorandum in the sections titled “THE SERIES 2012A BONDS” (other than the information concerning DTC and the book-entry system), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” “TAX MATTERS” and Appendix C — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE,” excluding any material that may be treated as included under such captions by cross-reference, insofar as such statements expressly summarize certain provisions of the Remarketing AgentsIndenture, the Indenture or Series 2012A Bonds, and the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein form and content of such counsel’s opinion attached as of Appendix E to the date of this Agreement, that in either case in the reasonable opinion of Preliminary Remarketing Memorandum and the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents);Memorandum, are accurate in all material respects; and (iii) the rating of any securities Series 2012A Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Indenture is exempt from qualification pursuant to the Trust shall have been down-graded or put under surveillance or reviewIndenture Act of 1939, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization;as amended (the “Trust Indenture Act”). (iv7) if A letter from Xxxxxxx Xxxxxxxxx & Xxxx LLP, Disclosure Counsel, dated the Settlement Date and addressed to the Authority, substantially in the form set forth in Exhibit C hereto, and a reliance letter with respect thereto addressed to the Remarketing Agents. (8) The opinion of Xxxxx Xxxxxxx LLP, Remarketing Agents’ Counsel, addressed to the Remarketing Agents, in form and substance acceptable to the Remarketing Agents, covering such items as the Remarketing Agents exercise their option under Section 5 may request. DRAFT (9) The opinion of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise General Counsel to the time of such purchase any of Authority, dated the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authoritiesSettlement Date, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish addressed to the Remarketing Agents on and the Reset DateTrustee, to the officers’ certificateeffect that: (i) the Authority has been duly organized and is validly existing under the Constitution and laws of the State of California, opinion and comfort letter referred has all requisite power and authority thereunder: (a) to therein adopt the Bond Resolution, and such other documents to enter into, execute, deliver and opinions as counsel for perform its covenants and agreements under the Legal Documents and the Remarketing Agents may reasonably require for Agreement; (b) to approve and authorize the purpose use and distribution of enabling such counsel the Preliminary Remarketing Memorandum, and the use, execution and distribution of the Remarketing Memorandum; (c) to pass upon remarket the sale of Notes Series 2012A Bonds; (d) to cause the Sales Tax to be levied and collected as described in the Remarketings Preliminary Remarketing Memorandum and the Remarketing Memorandum; (e) to pledge the Revenues as in this Agreement contemplated and related proceedings, or in order to evidence by the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement containedIndenture; or (viii) any Rating Agency Condition shall not have been timely satisfied.and

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Remarketing Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust Issuer and the Administrator of its obligations and agreements as set forth in this Remarketing Agreement and the accuracy of the representations and warranties in this Remarketing Agreement and any certificate delivered pursuant to this Remarketing Agreement; and (c) the further condition that none of the following events shall exist for a class Class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Remarketing Agreement shall have been called by SLM Corporation be the subject of a Call Option Notice or any Affiliatea redemption; (ii) without the prior written consent of the Remarketing Agents, the Indenture Indenture, the Notes or any Derivative Product relating to the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Remarketing Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust Issuer and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust Issuer shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Remarketing Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Remarketing Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the TrustIssuer, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) abovehereof, the Trust Issuer or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ ' certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Remarketing Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, contained in this Agreement containedRemarketing Agreement; or (viii) any Rating Agency Condition shall not have been timely satisfied.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) If the terms and conditions Registration Covenants are applicable, no stop order suspending the effectiveness of the applicable Remarketing Agency Agreement Registration Statements shall have been issued and no proceeding for that purpose or Supplemental Remarketing Agency Agreementpursuant to Section 8A of the Securities Act against the Company or related to the offering of the Remarketed Notes shall have been initiated or, as to the case may be;knowledge of the Company, threatened by the Commission. (b) Subsequent to the due performance Commencement Date, there shall not have been any change in all material respects by each the financial position, shareowners’ equity, results of operations, business, operations or properties of the Trust Company and the Administrator of its obligations and agreements subsidiaries, otherwise than as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case contemplated in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or reviewDisclosure Package, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified which is, when viewed in this clause (C) relation to the Company and its subsidiaries taken as a whole, in the reasonable judgment of the Remarketing Agents makes Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the Remarketing completion of the Notes Remarketing on the terms and in the manner contemplated in this Agreementthe Disclosure Package (a “Material Adverse Change”). (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date and Remarketing Settlement Date, and the Company shall have performed in all material respects all covenants and agreements contained herein and in the Purchase Contract and Pledge Agreement to be performed on its part at or prior to such date. (d) The Company shall have furnished to the Remarketing Agent a written certificate executed by an authorized officer of the Company, dated the applicable Remarketing Settlement Date, to the effect of the following and as to such other matters as the Representatives may reasonably request, to the best of his or her knowledge: (i) if the Registration Covenants are applicable, the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or threatened by the Commission; (vii) an Event of Default (subsequent to the Commencement Date and prior to the applicable Remarketing Date, there has not occurred any downgrading in the rating accorded to the Company’s senior debt securities by any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Indenture)Securities Exchange Act, or any event whichthat rated the senior debt securities as of the Commencement Date, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes and no such organization shall have occurred and be continuing; given any notice of any intended or potential downgrading or of any review for a possible change with possible negative implications in its ratings of such securities; (viiii) a material adverse change in for the condition, financial or otherwise, or in period from the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant Commencement Date to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the such Remarketing Agents on the Reset Settlement Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of there has not occurred any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfied.Material Adverse Change;

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement shall be subject to: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency Agreement, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation Xxxxx Fargo Bank, N.A. or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Irish Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration by the United States or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfied.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents to perform its duties under this Agreement Agent hereunder shall be subject toto the following conditions: (a) the terms and conditions of the applicable Remarketing Agency Agreement or Supplemental Remarketing Agency AgreementThe Prospectus, as the case may be; (b) the due performance in all material respects by each of the Trust and the Administrator of its obligations and agreements as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; and (c) the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date and Reset Dateif any, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement, if any, or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes part thereof shall have been amended in any manner, issued and no proceeding for that purpose shall have been initiated or otherwise contain any provisions not contained therein as of threatened by the date of this Agreement, that in either case in the reasonable opinion of the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures Commission. (it being understood that notwithstanding the provisions of this clause (ii1) the Trust and the Administrator Trading generally shall not be prohibited from amending such documents); have been suspended or materially limited on the New York Stock Exchange, (iii2) the rating trading of any securities of the Trust Company shall not have been down-graded materially suspended or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally limited on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; Exchange, (B3) a general moratorium on commercial banking activities in New York, the Cayman Islands or Bermuda shall not have been declared by any of the relevant authorities and there shall not have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States Federal or New York State authoritiesother relevant jurisdiction, or by The Bank of England or (4) there shall not have occurred a material adverse change in the European Central Bankfinancial markets, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the any outbreak or escalation of hostilities involving the United States States, the Cayman Islands or United Kingdom Bermuda or the declaration by the United States States, the Cayman Islands or the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) Bermuda of a national emergency or war; war or other calamity or crisis, if the effect of any such event specified in this clause (C4) in the reasonable judgment of the Remarketing Agents Agent makes it impracticable or inadvisable to proceed with the Remarketing or the delivery of the Remarketed Notes on the terms and in the manner contemplated in this Agreement;the Transaction Documents. (vc) an Event The representations and warranties of Default (the Company contained herein shall be true and correct in all material respects on and as defined of the Remarketing Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein or in the Indenture)Purchase Contract Agreement or Pledge Agreement to be performed on their part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of the Chief Executive Officer and the Treasurer satisfactory to the Remarketing Agent stating that: (1) no order suspending the effectiveness of the Registration Statement, if any, or any event whichprohibiting the sale of the Remarketed Notes is in effect, with and no proceedings for such purpose are pending before or, to the giving knowledge of notice such officers, threatened by the Commission and (2) the representations and warranties of the Company in Section 3 of this Agreement are true and correct on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or passage prior to such Remarketing Date. (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of timePricewaterhouseCoopers LLP, or boththe independent accountants of the Company, would constitute an Event containing statements and information of Default, the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Notes Remarketing Materials, if any. (f) Each of (1) the General Counsel to the Company, (2) Cahill Gordon & Reindel LLP, counsxx xx xxx Xxxpanx, (0) Hunter & Hunter, Cayman Islands counsel to the Company and (4) White & Case, counsel to the Purchase Contract Agent and Collateral Agent, shall have occurred furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the Remarketing Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel's opinion furnished pursuant to Sections 7(c), 7(d), 7(e) and 7(f) of the Underwriting Agreement except that such opinions (i) shall appropriately address the Remarketing Agreement and, as to the enforceability of the securities, such opinions shall be continuing;limited to the Remarketed Notes and (ii) may be adapted as necessary to relate to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent. (vig) a [________], counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form and substance satisfactory to the Remarketing Agent. (h) There shall not have been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, condition (financial or otherwise), business, properties or in the earnings, business affairs or business prospects results of operations of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion Company and comfort letter referred to therein and such other documents and opinions its subsidiaries taken as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfieda whole.

Conditions to the Remarketing Agent's Obligations. The obligations of each of the Remarketing Agents Agent hereunder are subject to perform its duties under this Agreement shall be subject tothe following conditions: (a) The Prospectus shall have been timely filed with the terms and conditions Commission; no stop order suspending the effectiveness of the applicable Registration Statement or any part thereof or suspending the qualification of the Indenture shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company and its subsidiaries taken as a whole, that, in the judgment of the Remarketing Agency Agreement Agent, materially impairs the investment quality of the Notes, in each case other than as set forth in or Supplemental contemplated by the Registration Statement or Prospectus. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Remarketing Agency AgreementDate, and the Company shall have performed in all material respects all covenants and agreements herein contained to be performed on its part at or prior to the Remarketing Date. (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Date, of [the President or a Vice President and a financial or accounting officer of the Company] stating that to the best of their knowledge after reasonable investigation: (i) no order suspending the effectiveness of the Registration Statement or prohibiting the sale of the Remarketed Notes is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; (ii) the representations and warranties of the Company in Section 3 are true and correct in all material respects on and as of the Remarketing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to the Remarketing Date; (iii) the Registration Statement, as of its Effective Date, and the Prospectus and the Remarketing Materials, as of their respective dates, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of Pricewaterhouse- Coopers LLP, or such other firm of nationally recognized independent public accountants satisfactory to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Prospectus and in the Remarketing Materials. (f) Counsel to the Company shall have furnished to the Remarketing Agent its opinion letter or opinion letters, as the case may be; (b) , addressed to the due performance Remarketing Agent and dated the Remarketing Date, in all material respects by each of form and substance satisfactory to the Trust and the Administrator of its obligations and agreements Remarketing Agent as set forth in this Agreement and the accuracy of the representations and warranties in this Agreement and any certificate delivered pursuant to this Agreement; andas Exhibit A hereto. (cg) On or after the further condition that none of the following events shall exist for a class of Notes at any time between a Remarketing Terms Determination Date execution and Reset Date, or, with respect to clause (iv) below, at the time set forth in such clause: (i) all of the Notes for which the Remarketing Agents are responsible for Remarketing under this Agreement shall have been called by SLM Corporation or any Affiliate; (ii) without the prior written consent of the Remarketing Agents, the Indenture or the Notes shall have been amended in any manner, or otherwise contain any provisions not contained therein as of the date delivery of this Agreement, that in either case no downgrading shall have occurred in the reasonable opinion of rating accorded the Remarketing Agents materially changes the nature of the Notes or the Remarketing procedures (it being understood that notwithstanding the provisions of this clause (ii) the Trust and the Administrator shall not be prohibited from amending such documents); (iii) the rating of Company's debt securities by any securities of the Trust shall have been down-graded or put under surveillance or review, including being put on CreditWatch or Watch List with negative implications, or withdrawn by a "nationally recognized statistical rating organization; (iv) if the Remarketing Agents exercise their option under Section 5 of this Agreement to purchase tendered Notes ", as that they are not otherwise able to remarket, there shall have occurred from the time of such exercise to the time of such purchase any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or Luxembourg Stock Exchange or other such exchange on which the Notes are then listed or any setting of minimum prices for trading on such exchange; (B) a general moratorium on commercial banking activities declared by any of United States Federal or New York State authorities, or by The Bank of England or the European Central Bank, when the Notes are to be reset in a non-U.S. Dollar currency; or (C) the outbreak or escalation of hostilities involving the United States or United Kingdom or the declaration term is defined by the United States or Commission for purposes of Rule 436(g)(2) under the United Kingdom (when the Notes are to be reset in a non-U.S. Dollar currency) of a national emergency or war; if the effect of any such event specified in this clause (C) in the reasonable judgment of the Remarketing Agents makes it impracticable or inadvisable to proceed with the Remarketing of the Notes on the terms and in the manner contemplated in this Agreement; (v) an Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing; (vi) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, whether or not arising in the ordinary course of business, shall have occurred; (vii) if required pursuant to Section 7(f) above, the Trust or the Administrator shall fail to furnish to the Remarketing Agents on the Reset Date, the officers’ certificate, opinion and comfort letter referred to therein and such other documents and opinions as counsel for the Remarketing Agents may reasonably require for the purpose of enabling such counsel to pass upon the sale of Notes in the Remarketings as in this Agreement contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, in this Agreement contained; or (viii) any Rating Agency Condition shall not have been timely satisfiedSecurities Act.]