TRUST AGREEMENT
TRUST AGREEMENT, dated as of February 1, 2000, between SLM Funding
Corporation, a Delaware corporation (the "Depositor"), and Chase Manhattan Bank
Delaware, a Delaware banking corporation, not in its individual capacity but
solely as Interim Eligible Lender Trustee (the "Trustee"). The Depositor and the
Trustee hereby agree as follows:
1. The trust created hereby shall be known as SLM Student Loan Trust 2000-1
(the "Trust") in which name the Trustee may conduct the business of the Trust,
make and execute contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustee the sum of $1. The Trustee hereby acknowledges receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustee hereby declares that it will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12
of the Delaware Code, 12 DEL. C. Section 3801 ET SEQ. and that this document
constitute the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in the form attached hereto.
3. The Depositor and the Trustee will enter into an amended and restated
Interim Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby. Prior to the execution and
delivery of such amended and restated Interim Trust Agreement, the Trustee shall
not have any duty or obligation hereunder or with respect to the trust estate,
except (i) the Trustee is hereby authorized and directed to execute and deliver,
on behalf of the Trust, five (5) separate Reports (the "Reports"), each dated
February __, 2000, to the Registrar of Companies in Singapore, relating to the
sale of the Trust's (a) Floating Rate Class A-1T Student Loan-Backed Notes, (b)
Floating Rate Class A-1L Student Loan-Backed Notes, (c) Floating Rate Class A-2T
Student Loan-Backed Notes, (d) Floating Rate Class A-2L Student Loan-Backed
Notes, and (e) Floating Rate Student Loan-Backed Certificates, all under Section
1061(1) pursuant to an exemption under Division 5A (Form 30B), and (ii) as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. (a) Except as otherwise expressly required in Sections 2 and 3 of this
Trust Agreement, the Trustee shall not have any duty or liability with respect
to the administration of the Trust or the filing of the Reports, the investment
of the Trust's property or the payment of dividends or other distributions of
income or principal to the Trust's beneficiaries, and no implied obligations
shall be inferred from this Trust Agreement on the part of the Trustee. The
Trustee shall not be liable for the acts or omissions of the Depositor or any
other person who acts on behalf of the Trust nor shall the Trustee be liable for
any act or omission by it in good faith in accordance with the directions of the
Depositor.
(b) The Trustee accepts the trusts hereby created and agrees to perform its
duties hereunder with respect to the same but only upon the terms of this Trust
Agreement. The Trustee shall not be personally liable under any circumstances,
except for its own willful misconduct or gross negligence. In particular, but
not by way of limitation:
(i) The Trustee shall not be personally liable for any error of
judgment made in good faith by an officer or employee of the Trustee;
(ii) No provision of this Trust Agreement shall require the Trustee
to expend or risk its personal funds or otherwise incur any financial
liability in the performance of its rights or duties hereunder, if the
Trustee shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured or provided to it;
(iii) Under no circumstance shall the Trustee be personally liable
for any representation, warranty, covenant or indebtedness of the Trust or
the filing of the Reports;
(iv) The Trustee shall not be personally responsible for or in
respect of the genuineness, form or value of the Trust property, the validity
or sufficiency of this Trust Agreement or for the due execution hereof by the
Depositor;
(v) In the event that the Trustee is unsure as to the course of
action to be takenb by it hereunder, the Trustee may request instructions
from the Depositor and to the extent the Trustee follows such instructions in
good faith it shall not be liable to any person. In the event that no
instructions are provided within the time requested by the Trustee, it shall
have no duty or liability for its failure to take any action or for any
action it takes in good faith;
(vi) All funds deposited with the Trustee hereunder may be held in
a non-interest bearing trust account and the Trustee shall not be liable for
any interest thereon or for any loss as a result of the investment thereof at
the direction of the Depositor;
(vii) To the extent that, at law or in equity, the Trustee has
duties and liabilities relating thereto to the Depositor or the Trust, the
Depositor agrees that such duties and liabilities are replaced by the terms
of this Trust Agreement.
(c) The Trustee shall incur no liability to anyone in acting upon any
document believed by it to be genuine and believed by it to be signed by the
proper party or parties. The Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by
such body and that the same is in full force and effect. As to any fact or
matter the manner of ascertainment is not specifically prescribed herein, the
Trustee may for all purposes hereof rely on a certificate, signed by the
Depositor, as to such fact or matter, and such certificate shall constitute
full protection to the Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.
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(d) In the exercise or administration of the trusts hereunder, the Trustee
(i) may act directly or, at the expense of the Depositor, through agents or
attorneys, and the Trustee shall not be liable for the default or misconduct of
such attorneys or agents if such agents and attorneys shall have been selected
by the Trustee in good faith, and (ii) may, at the expense of the Depositor,
consult with counsel, accountants and other experts, and it shall not be liable
for anything done, suffered or omitted in good faith by it in accordance with
the advice or opinion of any such counsel, accountants or other experts.
(e) Notwithstanding anything contained herein to the contrary, neither
Chase Manhattan Bank Delaware nor the Trustee shall be required to take any
action in any jurisdiction other than the State of Delaware if the taking of
such action will (i) require the consent or approval or authorization or order
of or the giving of notice to, or the registration with or the taking of any
other action in respect of, any state or other governmental authority or agency
of any jurisdiction other than the State of Delaware, (ii) result in any fee,
tax or other governmental charge under the laws of any jurisdiction or any
political subdivision thereof in existence becoming payable by Chase Manhattan
Bank Delaware, or (iii) subject Chase Manhattan Bank Delaware to personal
jurisdiction in any jurisdiction other than the State of Delaware for causes of
action arising from acts unrelated to the consummation of the transactions by
Chase Manhattan Bank Delaware or the Trustee, as the case may be, contemplated
hereby.
(f) Except as expressly provided in this Section 4, in accepting and
performing the trusts hereby created, the Trustee acts solely as trustee
hereunder and not in its individual capacity, and all persons having any claim
against the Trustee by reason of the transactions contemplated by this Trust
Agreement shall look only to the Trust's property for payment or satisfaction
thereof.
5. The Depositor hereby agrees to (i) compensate the Trustee for its
services hereunder in an amount separately agreed to by the Depositor and the
Trustee, (ii) reimburse the Trustee for all reasonable expenses (including
reasonable fees and expenses of counsel and other experts) and (iii) indemnify,
defend and hold harmless the Trustee and any of the officers, directors,
employees and agents of the Trustee (the "Indemnified Persons") from and against
any and all losses, damages, liabilities, claims, actions, suits, costs,
expenses, disbursements (including reasonable fees and expenses of its counsel),
taxes and penalties of any kind and nature whatsoever (collectively,
"Expenses"), to the extent that such Expenses arise out of or are imposed upon
or asserted at any time against such Indemnified Person with respect to the
performance of this Trust Agreement, the creation, operation or termination of
the Trust or the transactions contemplated hereby; PROVIDED, HOWEVER, that the
Depositor shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct, bad faith or gross
negligence of such Indemnified Person. The obligations of the Depositor under
this Section 5 shall survive the termination of this Trust Agreement.
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6. The Trustee may resign upon thirty days prior notice to the Depositor.
If no successor has been appointed within such thirty day period, the Trustee
may, at the expense of the Trust, petition a court of competent jurisdiction to
appoint a successor trustee.
7. This Trust Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, and supersedes all
prior agreement and understandings between the parties.
8. This Trust Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without reference to is conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
9. This Trust Agreement may be executed in one or more counterparts, each
of which when so executed shall be an original and all of which when taken
together shall constitute but one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM FUNDING CORPORATION, as Depositor
By: /S/ J. XXXXX XXXXXX
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Name: J. Xxxxx Xxxxxx
Title: Chief Financial Officer
CHASE MANHATTAN BANK DELAWARE, not
in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /S/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
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