SLM FUNDING LLC (Form: 8-K, Filing Date:...

Business Address11600 SALLIE MAE DRIVE1ST FLOORRESTON VA 20193703-810-3000

Mailing Address11600 SALLIE MAE DRIVE1ST FLOORRESTON VA 20193

SECURITIES AND EXCHANGE COMMISSION

FORM 8-KCurrent report filing

Filing Date: 2004-03-10 | Period of Report: 2004-03-04SEC Accession No. 0000950133-04-000793

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FILERSLM FUNDING LLCCIK:949114| IRS No.: 232815650 | State of Incorp.:DE | Fiscal Year End: 1231Type: 8-K | Act: 34 | File No.: 033-95474 | Film No.: 04659099SIC: 6189 Asset-backed securities

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2004

SLM FUNDING LLCformerly known as SLM FUNDING CORPORATION

(Exact name of registrant as specified in its charter)

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Originator of:

the Sallie Mae Student Loan Trust 1995-1, the SLM Student Loan Trust 2002-2,the Sallie Mae Student Loan Trust 1996-1, the SLM Student Loan Trust 2002-3,the SLM Student Loan Trust 1996-2, the SLM Student Loan Trust 2002-4,the SLM Student Loan Trust 1996-3, the SLM Student Loan Trust 2002-5,the SLM Student Loan Trust 1996-4, the SLM Student Loan Trust 2002-6,the SLM Student Loan Trust 1997-1, the SLM Student Loan Trust 2002-7,the SLM Student Loan Trust 1997-2, the SLM Student Loan Trust 2002-8,the SLM Student Loan Trust 1997-3, the SLM Student Loan Trust 2003-1,the SLM Student Loan Trust 1997-4, the SLM Student Loan Trust 2003-2,the SLM Student Loan Trust 1998-1, the SLM Student Loan Trust 2003-3,the SLM Student Loan Trust 1998-2, the SLM Student Loan Trust 2003-4,the SLM Student Loan Trust 1999-1, the SLM Student Loan Trust 2003-5,the SLM Student Loan Trust 1999-2, the SLM Student Loan Trust 2003-6,the SLM Student Loan Trust 1999-3, the SLM Student Loan Trust 2003-7,the SLM Student Loan Trust 2000-1, the SLM Student Loan Trust 2003-8,the SLM Student Loan Trust 2000-2, the SLM Student Loan Trust 2003-9,the SLM Student Loan Trust 2000-3, the SLM Student Loan Trust 2003-10,the SLM Student Loan Trust 2000-4, the SLM Student Loan Trust 2003-11,the SLM Student Loan Trust 2001-1, the SLM Student Loan Trust 2003-12,the SLM Student Loan Trust 2001-2, the SLM Student Loan Trust 2004-14,the SLM Student Loan Trust 2001-3, the SLM Student Loan Trust 2004-1, andthe SLM Student Loan Trust 2001-4, the SLM Student Loan Trust 2004-2,the SLM Student Loan Trust 2002-1,

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<Table><S> <C> <C>

DELAWARE 33-95474/333-2502/333-24949/ 23-2815650(State or other Jurisdiction 333-44465/333-30932/333-68660/ (I.R.S. employer

of formation) 333-97247/333-104887 Identification No.)(Commission File Numbers)

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11600 SALLIE MAE DRIVERESTON, VA 20193

(Address of principal executive offices)

Registrant's telephone number: (703) 810-7677

1Exhibit Index appears on Page 5

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ITEM 5. OTHER EVENTS.

Closing of SLM Student Loan Trust 2004-2.

Effective as of March 4, 2004 SLM Funding LLC ("SLM Funding"), The Bankof New York, not in its individual capacity but solely as the trustee under theIndenture (the "Indenture Trustee") and Chase Manhattan Bank USA, NationalAssociation, not in its individual capacity but solely as eligible lendertrustee (the Eligible Lender Trustee") executed and delivered the Amended andRestated Trust Agreement, dated as of March 4, 2004, pursuant to which the SLMStudent Loan Trust 2004-2 was formed (the "Trust").

On February 25, 2004, the following agreements were executed and deliveredby the respective parties thereto: the Underwriting Agreement and the PricingAgreement relating to the Student Loan-Backed Notes to be issued by the Trust,each dated as of February 25, 2004, among SLM Funding, the Student LoanMarketing Association ("Sallie Mae"), and Credit Suisse First Boston LLC, J.P.Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner and Smith Incorporated(the "Underwriters").

In connection with the foregoing, the following agreements were executedand delivered by the respective parties thereto: (a) the Purchase Agreement,dated as of March 4, 2004, by and among SLM Funding, Chase Manhattan Bank USA,National Association, not in its individual capacity but solely as interimeligible lender trustee (the "Interim Eligible Lender Trustee"), and Sallie Mae;(b) the Interim Trust Agreement, dated as of March 1, 2004, by and between SLMFunding and the Interim Eligible Lender Trustee; (c) the Indenture, dated as ofMarch 1, 2004, by and among the Trust, the Eligible Lender Trustee, Sallie Mae,and the Indenture Trustee; (d) the Sale Agreement, dated as of March 4, 2004, byand among the Trust, Sallie Mae, the Eligible Lender Trustee and the IndentureTrustee; (e) the Purchase Agreement dated as of March 1, 2004, by and among SLMFunding, the Interim Eligible Lender Trustee and Sallie Mae; (f) the PurchaseAgreement dated as of March 4, 2004, by and among SLM Funding, the InterimEligible Lender Trustee and SLM Education Loan Corp.("SLM ELC"); (g) theAdministration Agreement, dated as of March 4, 2004, by and among the Trust,Sallie Mae, the Eligible Lender Trustee, Sallie Mae Servicing L.P. (the"Servicer"), SLM Funding and the Indenture Trustee, and (h) the ServicingAgreement, dated as of March 4, 2004, by and among the Servicer, Sallie Mae, theTrust, the Eligible Lender Trustee and the Indenture Trustee.

On March 4, 2004, the Trust issued $2,444,569,000 of its publicly-offeredStudent Loan-Backed Notes.

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

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1.1 Underwriting Agreement relating to the Student Loan-Backed Notes, datedas of February 25, 2004, by and among SLM Funding, Sallie Mae and theUnderwriters.

1.2 Pricing Agreement relating to the Student Loan-Backed Notes, dated asof February 25, 2004, by and among SLM Funding, Sallie Mae and theUnderwriters.

4.1 The Amended and Restated Trust Agreement, dated as of March 4, 2004, byand among SLM Funding, the Indenture Trustee and the Eligible LenderTrustee.

4.2 Interim Trust Agreement, dated as of March 1, 2004, by and between SLMFunding and the Interim Eligible Lender Trustee.

4.3 Indenture, dated as of March 1, 2004, by and among the Trust, theEligible Lender Trustee, Sallie Mae and the Indenture Trustee.

99.1a Purchase Agreement, dated as of March 4, 2004, by and among SLMFunding, the Interim Eligible Lender Trustee and Sallie Mae.

99.1b Purchase Agreement, dated as of March 4, 2004 by and among SLMFunding, the Interim Eligible Lender Trustee and SLM ELC.

99.2 Sale Agreement, dated as of March 4, 2004, by and among SLM Funding,the Interim Eligible Lender Trustee, the Eligible Lender Trustee andthe Trust.

99.3 Administration Agreement, dated as of March 4, 2004, by and among theTrust, Sallie Mae, SLM Funding, the Eligible Lender Trustee, theServicer and the Indenture Trustee.

99.4 Servicing Agreement, dated as of March 4, 2004, by and among theServicer, Sallie Mae, the Trust, the Eligible Lender Trustee and theIndenture Trustee.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, asamended, the registrant has duly caused this report to be signed on its behalfby the undersigned hereunto duly authorized.

<Table><S> <C>Dated: March 4, 2004 SLM FUNDING LLC



By: /s/ MARK L. HELEEN---------------------Name: Mark L. HeleenTitle: Vice President

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INDEX TO EXHIBIT

<Table><Caption>EXHIBITNUMBER EXHIBIT------- -----------------------------------------------------------------------<C> <S>

1.1 Underwriting Agreement relating to the Student Loan-Backed Notes, datedas of February 25, 2004, by and among SLM Funding, Sallie Mae and theUnderwriters.

1.2 Pricing Agreement relating to the Student Loan-Backed Notes, dated asof February 25, 2004, by and among SLM Funding, Sallie Mae and theUnderwriters.

4.1 The Amended and Restated Trust Agreement, dated as of March 4, 2004, byand among SLM Funding, the Indenture Trustee and the Eligible LenderTrustee.

4.2 Interim Trust Agreement, dated as of March 1, 2004, by and between SLMFunding and the Interim Eligible Lender Trustee.

4.3 Indenture, dated as of March 1, 2004, by and among the Trust, theEligible Lender Trustee, Sallie Mae and the Indenture Trustee.

99.1a Purchase Agreement, dated as of March 4, 2004, by and among SLMFunding, the Interim Eligible Lender Trustee and Sallie Mae.

99.1b Purchase Agreement, dated as of March 4, 2004 by and among SLMFunding, the Interim Eligible Lender Trustee and SLM ELC.

99.2 Sale Agreement, dated as of March 4, 2004, by and among SLM Funding,the Interim Eligible Lender Trustee, the Eligible Lender Trustee andthe Trust.

99.3 Administration Agreement, dated as of March 4, 2004, by and among theTrust, Sallie Mae, SLM Funding, the Eligible Lender Trustee, theServicer and the Indenture Trustee.

99.4 Servicing Agreement, dated as of March 4, 2004, by and among theServicer, Sallie Mae, the Trust, the Eligible Lender Trustee and theIndenture Trustee.

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EXHIBIT 1.1

SLM FUNDING LLC

STUDENT LOAN-BACKED NOTES

UNDERWRITING AGREEMENTFOR PUBLICLY OFFERED NOTES

February 25, 2004

Credit Suisse First Boston LLCEleven Madison AvenueNew York, New York 10010-3629

Credit Suisse First Boston (Europe) LimitedOne Cabot SquareLondon E14 4QJ

J.P. Morgan Securities Inc.270 Park Avenue10th FloorNew York, New York 10017

J.P. Morgan Securities Ltd.125 London WallLondon EC2Y 5AJ

Merrill Lynch InternationalMerrill Lynch Financial Centre2 King Edward StreetLondon EC1A 1HQ

Merrill Lynch, Pierce, Fenner & Smith Incorporated250 Vesey StreetNew York, NY 10080

Ladies and Gentlemen:

From time to time the Student Loan Marketing Association ("SLMA"), acorporation formed under the laws of the United States of America, and SLMFunding LLC, a Delaware limited liability company and a wholly-owned subsidiaryof SLMA (the "Company"), propose to enter into one or more Pricing Agreements(each a "Pricing Agreement") in the form of Annex I hereto, with such additionsand deletions as the parties thereto may determine. Subject to the terms andconditions stated herein and therein, the Company proposes to cause the Trust



specified in the applicable Pricing Agreement to issue and sell to the firmsnamed in Schedule I to the applicable Pricing Agreement (each firm constitutingthe "Underwriter" with respect to such Pricing Agreement and the securitiesspecified therein) certain of such Trust's Student Loan-Backed Notes (the"Notes") specified in Schedule II to such Pricing Agreement (with respect tosuch Pricing Agreement, the "Designated Securities"), less the principal amountof Designated Securities covered by Delayed Delivery Contracts, if any, asprovided in Section 3 hereof and as may be specified in Schedule II to suchPricing Agreement (with respect to such Pricing Agreement, any DesignatedSecurities to be covered by Delayed Delivery Contracts are herein sometimesreferred to as "Contract Securities" and the Designated Securities to bepurchased by the Underwriters (after giving effect to the deduction, if any, forContract Securities) are herein sometimes referred to as "Underwriters'Securities").

The Securities may be sold from time to time in one or more Series.Each Series of Securities, which will include one or more classes of Notes andmay include one or more classes of Student Loan-Backed Certificates (the"Certificates," and, together with the Notes, the "Securities") will be issuedby a Trust to be formed with respect to such Series (each, a "Trust"). EachTrust will be formed pursuant to a trust agreement (a "Trust Agreement") to beentered into between the Company, the Eligible Lender Trustee specified in therelated Pricing Agreement (the "Eligible Lender Trustee") and the IndentureTrustee (defined below). The Notes of each Series will be issued and securedpursuant to an indenture (an "Indenture") between the Trust and the IndentureTrustee specified in the related Pricing Agreement (the "Indenture Trustee").The Certificates of a Series will be issued pursuant to the related TrustAgreement and will represent fractional undivided interests in the Trust createdthereby. The property of each Trust will include, among other things,educational student loans to students and/or parents of dependent students madeunder the Federal Family Education Loan Program ("Student Loans").

At the Time of Delivery (as defined in Section 4 hereof) for theDesignated Securities, (i) the Company will acquire the related Student Loansfrom SLMA and SLM Education Loan Corp. under separate Purchase Agreements, and(ii) the Company will sell the related Student Loans to the Trust pursuant to aSale Agreement between the Company and the Trust with the related EligibleLender Trustee holding legal title thereto. With respect to each Series, SallieMae, Inc., as servicer (the "Servicer") will enter into a servicing agreement (a"Servicing Agreement") with the Trust, the Administrator, the Eligible LenderTrustee and the Indenture Trustee with respect to the related Student Loans.With respect to each Series, Sallie Mae Inc., as administrator (the"Administrator"), will enter into an administration agreement (an"Administration Agreement") with the Trust, the Company, the Eligible LenderTrustee, the Servicer and the Indenture Trustee.

The terms and conditions of any particular issuance of DesignatedSecurities shall be as specified in the Pricing Agreement relating thereto andin or pursuant to the related Indenture.



Capitalized terms used but not defined herein or in any PricingAgreement shall have the meanings ascribed thereto in the related Indenture.

1. Particular sales of Designated Securities may be made fromtime to time to the Underwriter of such Securities, for whom the firmsdesignated as representatives of the

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Underwriter of such Securities in the Pricing Agreement relating thereto willact as representatives (the "Representatives"). The term "Representatives" alsorefers to a single firm acting as sole representative of the Underwriters and toan Underwriter or Underwriters who act without any firm being designated as itsor their representatives. This Underwriting Agreement shall not be construed asan obligation of the Company to sell any of the Securities or as an obligationof any of the Underwriters to purchase the Securities. The obligation of theCompany to issue and sell any of the Securities and the obligation of any of theUnderwriters to purchase any of the Securities shall be evidenced by the PricingAgreement with respect to the Designated Securities specified therein. EachPricing Agreement shall specify the aggregate principal amount of suchDesignated Securities, the initial public offering price of such DesignatedSecurities, the purchase price to the Underwriter of such Designated Securities,the names of the Underwriter of such Designated Securities, the names of theRepresentatives of such Underwriter and the principal amount of such DesignatedSecurities to be purchased by each Underwriter and whether any of suchDesignated Securities shall be covered by Delayed Delivery Contracts (as definedin Section 3 hereof) and shall set forth the date, time and manner of deliveryof such Designated Securities and payment therefor. The Pricing Agreement shallalso specify (to the extent not set forth in the Indenture and the registrationstatement and prospectus with respect thereto) the terms of such DesignatedSecurities. A Pricing Agreement shall be in the form of an executed writing(which may be in counterparts), and may be evidenced by an exchange oftelegraphic communications or any other rapid transmission device designed toproduce a written record of communications transmitted. The obligations of theUnderwriters under this Agreement and each Pricing Agreement shall be severaland not joint.

2. The Company and SLMA represent and warrant to, and agree with,each of the Underwriters as follows (it being agreed and understood that thestatements set forth in clauses (d), (e), (g), (h), (j), (k), (m), (n) and (o)of this Section 2 with respect to SLMA, SLM Education Loan Corp., the Serviceror the Administrator constitute representations, warranties and agreements ofSLMA only and not of the Company) :

(a) A registration statement on Form S-3 (File No.333-104887), including a form of prospectus, in respect of theSecurities has been filed with the Securities and Exchange Commission(the "Commission"); such registration statement and any post-effectiveamendment thereto, each in the form heretofore delivered or to bedelivered to the Representatives and, excluding exhibits to such



registration statement, but including all documents incorporated byreference in the prospectus contained therein, to the Representativesfor each of the other Underwriters, have been declared effective by theCommission in such form; no other document with respect to suchregistration statement or document incorporated by reference thereinhas heretofore been filed or transmitted for filing with the Commission(other than prospectuses filed pursuant to Rule 424(b) of the rules andregulations of the Commission under the Securities Act of 1933, asamended (the "Act"), each in the form heretofore delivered to theRepresentatives); and no stop order suspending the effectiveness ofsuch registration statement has been issued and no proceeding for thatpurpose has been initiated or, to the best of SLMA's or the Company'sknowledge, threatened by the Commission (any preliminary prospectusincluded in such registration statement or filed with the Commissionpursuant to Rule

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424(b) under the Act, is hereinafter called a "Preliminary Prospectus;"the various parts of such registration statement, including allexhibits thereto and the documents incorporated by reference in theprospectus contained in the registration statement at the time suchpart of the registration statement became effective but excluding FormT-1, each as amended at the time such part of the registrationstatement became effective, are hereinafter collectively called the"Registration Statement"; the prospectus relating to the Securities, inthe form in which it has most recently been filed, or transmitted forfiling, with the Commission on or prior to the date of this Agreement,being hereinafter called the "Prospectus;" any reference herein to anyPreliminary Prospectus or the Prospectus shall be deemed to refer toand include the documents incorporated by reference therein pursuant tothe applicable form under the Act, as of the date of such PreliminaryProspectus or Prospectus, as the case may be; any reference to anyamendment or supplement to any Preliminary Prospectus or the Prospectusshall be deemed to refer to and include any documents filed after thedate of such Preliminary Prospectus or Prospectus, as the case may be,under the Securities Exchange Act of 1934, as amended (the "ExchangeAct"), and incorporated by reference in such Preliminary Prospectus orProspectus, as the case may be; any reference to any amendment to theRegistration Statement shall be deemed to refer to and include anyannual report of the Company filed pursuant to Sections 13(a) or 15(d)of the Exchange Act after the effective date of the RegistrationStatement that is incorporated by reference in the RegistrationStatement; and any reference to the Prospectus as amended orsupplemented shall be deemed to refer to the Prospectus as amended orsupplemented in relation to the applicable Designated Securities in theform in which it is filed with the Commission pursuant to Rule 424(b)under the Act in accordance with Section 5(a) hereof, including anydocuments incorporated by reference therein as of the date of suchfiling);



(b) The documents incorporated by reference in theProspectus, when they became effective or were filed with theCommission, as the case may be, conformed in all material respects tothe requirements of the Act, the Exchange Act and the Trust IndentureAct of 1939, as amended (the "Trust Indenture Act"), as applicable, andthe rules and regulations of the Commission thereunder, and none ofsuch documents contained an untrue statement of a material fact oromitted to state a material fact required to be stated therein ornecessary to make the statements therein not misleading; and anyfurther documents so filed and incorporated by reference in theProspectus or any further amendment or supplement thereto, when suchdocuments become effective or are filed with the Commission, as thecase may be, will conform in all material respects to the requirementsof the Act, the Exchange Act and the Trust Indenture Act, asapplicable, and the rules and regulations of the Commission thereunderand will not contain an untrue statement of a material fact or omit tostate a material fact required to be stated therein or necessary tomake the statements therein not misleading; provided, however, thatthis representation and warranty shall not apply to any statements oromissions made in reliance upon and in conformity with informationfurnished in writing to the Company by an Underwriter of DesignatedSecurities through the Representatives expressly for use in theProspectus as amended or supplemented relating to such DesignatedSecurities;

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(c) The Registration Statement and the Prospectusconform, and any further amendments or supplements to the RegistrationStatement or the Prospectus will conform, in all material respects tothe requirements of the Act and the Trust Indenture Act, as applicable,and the rules and regulations of the Commission thereunder and do notand will not, as of the applicable effective date as to theRegistration Statement and any amendment thereto and as of theapplicable filing date as to the Prospectus and any amendment orsupplement thereto, contain an untrue statement of a material fact oromit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading; provided,however, that this representation and warranty shall not apply to anystatements or omissions made in reliance upon and in conformity withinformation furnished in writing to the Company by an Underwriter ofDesignated Securities through the Representatives expressly for use inthe Prospectus as amended or supplemented relating to such DesignatedSecurities;

(d) Neither SLMA or any of its subsidiaries, taken as awhole, nor the Company has sustained (i) since the date of thefinancial statements included as Appendix A to SLM Corporation's mostrecent Annual Report on Form 10-K or Quarterly Report on Form 10-Q



filed with the Commission, as applicable, any material loss orinterference with its business from fire, explosion, flood or othercalamity, whether or not covered by insurance, or from any labordispute or court or governmental action, order or decree, otherwisethan as set forth or contemplated in such financial statements; and,(ii) since such date, there has not been (A) any material adversechange in the capital stock or long-term debt of SLMA or any of itssubsidiaries, taken as a whole, or the Company or (B) any materialadverse change, or any development involving a prospective materialadverse change, in or affecting the general affairs, management,financial position, shareholders' equity or results of operations ofSLMA or any of its subsidiaries, taken as a whole, or the Company orthe transactions contemplated hereby, otherwise than, in the case ofclauses (A) and (B) above, as set forth or contemplated in suchfinancial statements or as disclosed in writing to the Underwriters onor prior to the date of this Agreement;

(e) The Company has been duly formed and is validlyexisting as a limited liability company in good standing under the lawsof the State of Delaware, with power and authority to own itsproperties and conduct its business as described in the Prospectus andto consummate the transactions contemplated therein and herein, and isa wholly-owned subsidiary of SLMA. SLMA has been duly organized and isvalidly existing under the laws of the United States, with power andauthority (corporate and otherwise) to own its properties and conductits business as described in the Prospectus and to consummate thetransactions contemplated therein and herein. The Servicer has beenduly formed and is validly existing as a corporation in good standingunder the laws of the State of Delaware, with power and authority(corporate and otherwise) to own its properties and conduct itsbusiness as

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described in the Prospectus and to consummate the transactionscontemplated therein. The Administrator has been duly formed and isvalidly existing as a corporation in good standing under the laws ofthe State of Delaware, with power and authority to own its propertiesand conduct its business as described in the Prospectus and toconsummate the transactions contemplated therein. SLM Education LoanCorp. has been duly organized and is validly existing under the laws ofthe State of Delaware, with power and authority (corporate andotherwise) to own its properties and conduct its business as describedin the Prospectus Supplement and to consummate the transactionscontemplated therein and herein.

(f) All of the equity interests of the Company have beenduly and validly authorized and are owned beneficially and of record bySLMA;



(g) This Agreement has been, and each Pricing Agreementwith respect to the Designated Securities upon its execution anddelivery by the Company and SLMA will have been, duly authorized,executed and delivered by the Company and SLMA. The Securities havebeen duly authorized, and, when Designated Securities are issued anddelivered pursuant to this Agreement and the Pricing Agreement withrespect to such Designated Securities, and, in the case of any ContractSecurities, pursuant to Delayed Delivery Contracts with respect to suchContract Securities, such Designated Securities and Contract Securitieswill have been duly executed, authenticated, issued and delivered. TheDesignated Securities will constitute valid and legally bindingobligations of the related Trust entitled to the benefits provided bythe Indenture, which will be substantially in the form filed as anexhibit to the Registration Statement. The Indenture has been dulyauthorized and duly qualified under the Trust Indenture Act. Therelated Certificates are intended to represent undivided ownershipinterests in the Trust created by the Trust Agreement, which will besubstantially in the form filed as an exhibit to the RegistrationStatement, and will be entitled to the benefits provided by the TrustAgreement. At the Time of Delivery (as defined in Section 4 hereof) forthe Designated Securities, the Indenture and the Trust Agreement willeach constitute a valid and legally binding instrument, enforceable inaccordance with its terms, subject, as to enforcement, to bankruptcy,insolvency, reorganization and other laws of general applicabilityrelating to or affecting creditors' rights and to general equityprinciples. The Indenture and Trust Agreement conform, and theDesignated Securities and the related Certificates will conform, to thedescriptions thereof contained in the Prospectus as amended orsupplemented with respect to the Designated Securities;

(h) The issue and sale of the Securities and thecompliance by the Company with all of the provisions of the Securities,the Indenture, the Trust Agreement, each of the Delayed DeliveryContracts, this Agreement and any Pricing Agreement, and theconsummation of the transactions herein and therein contemplated willnot conflict with or result in a breach or violation of any of theterms or provisions of, or constitute a default under, any indenture,mortgage, deed of trust, loan agreement or other agreement orinstrument to which the Company or SLMA is a party or by which theCompany or SLMA is bound or to which any of the property or assets ofthe Company or SLMA is subject, nor will such action result in anyviolation of the provisions of the Company's Certificate of Formationor Limited Liability Company Operating Agreement, SLMA's charter,enabling legislation or By-laws, or any statute or any order, rule orregulation of any court or governmental agency or body havingjurisdiction over the Company or SLMA or any of their properties; andno consent, approval, authorization, order,

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registration or qualification of or with any such court or governmentalagency or body is required for the issue and sale of the Securities orthe consummation by the Company or SLMA of the transactionscontemplated by this Agreement or any Pricing Agreement or theIndenture or any Delayed Delivery Contract, except such as have been,or will have been prior to the Time of Delivery, obtained under the Actand the Trust Indenture Act and such consents, approvals,authorizations, registrations or qualifications as may be requiredunder state securities or Blue Sky laws in connection with the purchaseand distribution of the Designated Securities by the Underwriter;

(i) The statements set forth in the Prospectus under thecaptions "Description of the Notes" and "Description of theCertificates" and set forth in the Prospectus Supplement under thecaption "Description of the Notes," insofar as they purport toconstitute a summary of the terms of the Notes and the Certificates,are accurate, complete and fair;

(j) SLMA is not in violation of its charter as set forthin its enabling legislation or By-laws, and the Company is not inviolation of its Certificate of Formation or Limited Liability CompanyOperating Agreement, and neither SLMA nor the Company is in default inthe performance or observance of any material obligation, agreement,covenant or condition contained in any indenture, mortgage, deed oftrust, loan agreement, lease or other agreement or instrument to whichit is a party or by which it or any of its properties may be bound;

(k) Other than as set forth in the Prospectus or in SLMCorporation's most recent Annual Report on Form 10-K or QuarterlyReport on Form 10-Q filed with the Commission, as applicable, there areno legal or governmental proceedings pending to which the Company orSLMA or any of its subsidiaries is a party or of which any property ofthe Company or SLMA or any of its subsidiaries is the subject which, ifdetermined adversely to the Company or SLMA and any of itssubsidiaries, taken as a whole, would individually or in the aggregatehave a material adverse effect on the current or future consolidatedfinancial position, shareholders' equity or results of operations ofSLMA and any of its subsidiaries, taken as a whole, or the Company, oron the consummation of the transactions contemplated hereby; and, tothe best of the Company's and SLMA's knowledge, no such proceedings arethreatened or contemplated by governmental authorities or threatened byothers;

(l) The Company is not and, after giving effect to theoffering and sale of the Securities, will not be an "investmentcompany" or an entity "controlled" by an "investment company," as suchterms are defined in the Investment Company Act of 1940, as amended;

(m) Neither the Company, SLMA nor any of their affiliatesdoes business with the government of Cuba or with any person or



affiliate located in Cuba within the meaning of Section 517.075,Florida Statutes;

(n) PricewaterhouseCoopers LLP are independent publicaccountants as required by the Act and the rules and regulations of theCommission thereunder;

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(o) At the Time of Delivery of the Designated Securities,SLMA's representations and warranties in the Administration Agreementand the Purchase Agreement to which it is a party, the Administrator'srepresentations and warranties in the Administration Agreement, theCompany's representations and warranties in the related Sale Agreementand Trust Agreement, SLM Education Loan Corp.'s representations andwarranties in the Purchase Agreement to which it is party and theServicer's representations and warranties in the Servicing Agreementwill be true and correct in all material respects; and

(p) In the event any of the Securities are purchasedpursuant to Delayed Delivery Contracts, each of such Delayed DeliveryContracts has been duly authorized by the Company and SLMA and, whenexecuted and delivered by the Company and the purchaser named therein,will constitute a valid and legally binding agreement of the Companyenforceable in accordance with its terms, subject, as to enforcement,to bankruptcy, insolvency, reorganization and other laws of generalapplicability relating to or affecting creditors' rights and to generalequity principles; and any Delayed Delivery Contracts conform to thedescription thereof in the Prospectus.

3. Upon the execution of the Pricing Agreement applicable to anyDesignated Securities and authorization by the Representatives of the release ofthe Underwriters' Securities, the several Underwriters propose to offer suchUnderwriters' Securities for sale upon the terms and conditions set forth in theProspectus as amended or supplemented.

The Company may specify in Schedule II to the Pricing Agreementapplicable to any Designated Securities that the Underwriters are authorized tosolicit offers to purchase Designated Securities from the Company pursuant todelayed delivery contracts (herein called "Delayed Delivery Contracts"),substantially in the form of Annex III attached hereto but with such changestherein as the Representatives and the Company may authorize or approve. If sospecified, the Underwriters will endeavor to make such arrangements, and ascompensation therefor the Company will pay to the Representatives, for theaccounts of the Underwriters, at the Time of Delivery, such commission, if any,as may be set forth in such Pricing Agreement. Delayed Delivery Contracts, ifany, are to be with investors of the types described in the Prospectus andsubject to other conditions therein set forth. The Underwriters will not haveany responsibility with respect to the validity or performance of any DelayedDelivery Contracts.



The principal amount of Contract Securities to be deducted from theprincipal amount of Designated Securities to be purchased by each Underwriter asset forth in Schedule I to the Pricing Agreement applicable to such DesignatedSecurities shall be, in each case, the principal amount of Contract Securitieswhich the Company has been advised by the Representatives have been attributedto such Underwriter, provided that, if the Company has not been so advised, theamount of Contract Securities to be so deducted shall be, in each case, thatproportion of Contract Securities which the principal amount of DesignatedSecurities to be purchased by such Underwriter under such Pricing Agreementbears to the total principal amount of the Designated Securities (rounded as theRepresentatives may determine). The total principal amount of Underwriters'Securities to be purchased by all the Underwriters pursuant to such PricingAgreement shall be the total principal amount of Designated Securities set forthin Schedule I to such Pricing Agreement less the principal amount of theContract Securities. The Company will

8

deliver to the Representatives not later than 3:30 p.m., New York City time, onthe third business day preceding the Time of Delivery specified in theapplicable Pricing Agreement (or such other time and date as the Representativesand the Company may agree upon in writing), a written notice setting forth theprincipal amount of Contract Securities.

4. Underwriters' Securities to be purchased by each Underwriterpursuant to the Pricing Agreement relating thereto, in the form specified insuch Pricing Agreement, and in such authorized denominations and registered insuch names as the Representatives may request upon at least forty-eight hours'prior notice to the Company, shall be delivered by or on behalf of the Companyto the Representatives for the account of such Underwriter, against payment bysuch Underwriter or on its behalf of the purchase price therefor by wiretransfer or by certified or official bank check or checks, payable to the orderof the Company in the funds specified in such Pricing Agreement, all in themanner and at the place and time and date specified in such Pricing Agreement orat such other place and time and date as the Representatives and the Company mayagree upon in writing, such time and date being herein called the "Time ofDelivery" for such Securities.

Concurrently with the delivery of and payment for the Underwriters'Securities, the Company will deliver to the Representatives for the accounts ofthe Underwriters a check payable to the order of the party designated in thePricing Agreement relating to such Underwriters' Securities in the amount of anycompensation payable by the Company to the Underwriters in respect of anyDelayed Delivery Contracts as provided in Section 3 hereof and the PricingAgreement relating to such Securities.

5. The Company agrees with each of the Underwriters of anyDesignated Securities, and SLMA agrees with such Underwriters that it will causethe Company:



(a) To prepare the Prospectus as amended or supplementedin relation to the applicable Designated Securities in a form approvedby the Representatives and to file such Prospectus pursuant to Rule424(b) under the Act not later than the Commission's close of businesson the second business day following the execution and delivery of thePricing Agreement relating to the applicable Designated Securities or,if applicable, such earlier time as may be required by Rule 424(b); tomake no further amendment or any supplement to the RegistrationStatement or Prospectus as amended or supplemented after the date ofthe Pricing Agreement relating to such Designated Securities and priorto the Time of Delivery for such Designated Securities, which amendmentor supplement shall be disapproved by the Representatives for suchDesignated Securities promptly after reasonable notice thereof; toadvise the Representatives promptly of any such amendment or supplementafter such Time of Delivery and furnish the Representatives with copiesthereof; to file promptly all reports and any definitive proxy orinformation statements required to be filed by the Company with theCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of theExchange Act for so long as the delivery of a prospectus is required inconnection with the offering or sale of such Designated Securities, andduring such same period to advise the Representatives, promptly afterit receives notice thereof, of the time when any amendment to theRegistration Statement has been filed or becomes effective or anysupplement to the Prospectus or any amended Prospectus has been filed

9

with the Commission, of the issuance by the Commission of any stoporder or of any order preventing or suspending the use of anyprospectus relating to the Designated Securities, of the suspension ofthe qualification of such Designated Securities for offering or sale inany jurisdiction, of the initiation or threatening of any proceedingfor any such purpose, or of any request by the Commission for theamending or supplementing of the Registration Statement or Prospectusor for additional information; and, in the event of the issuance of anysuch stop order or of any such order preventing or suspending the useof any prospectus relating to the Designated Securities or suspendingany such qualification, to promptly use its best efforts to obtain thewithdrawal of such order;

(b) Promptly from time to time to take such action as theRepresentatives may reasonably request to qualify the DesignatedSecurities for offering and sale under the securities laws of suchjurisdictions as the Representatives may request and to comply withsuch laws so as to permit the continuance of sales and dealings thereinin such jurisdictions for as long as may be necessary to complete thedistribution of such Designated Securities, provided that in connectiontherewith the Company shall not be required to qualify as a foreigncorporation or to file a general consent to service of process in any



jurisdiction;

(c) To furnish the Underwriters with copies of theProspectus as amended or supplemented, in such quantities as theRepresentatives may from time to time reasonably request, and, if thedelivery of a Prospectus is required at any time in connection with theoffering or sale of the Designated Securities and if at such time anyevent shall have occurred as a result of which the Prospectus as thenamended or supplemented would include an untrue statement of a materialfact or omit to state any material fact necessary in order to make thestatements therein, in the light of the circumstances under which theywere made when such Prospectus is delivered, not misleading, or, if forany other reason it shall be necessary during such same period to amendor supplement the Prospectus or to file under the Exchange Act anydocument incorporated by reference in the Prospectus in order to complywith the Act, the Exchange Act or the Trust Indenture Act, to notifythe Representatives and, upon their request, to file such document andto prepare and furnish without charge to each Underwriter and to anydealer in securities as many copies as the Representatives may fromtime to time reasonably request of an amended Prospectus or asupplement to the Prospectus which will correct such statement oromission or effect such compliance;

(d) To cause the Trust to make generally available toholders of Designated Securities, as soon as practicable, but in anyevent not later than eighteen months after the effective date of theRegistration Statement (as defined in Rule 158(c) under the Act), anearnings statement of the Trust (which need not be audited) complyingwith Section 11(a) of the Act and the rules and regulations of theCommission thereunder (including, at the option of the Company, Rule158); and

(e) To apply the net proceeds of the offering and sale ofthe Designated Securities and the related Certificates that it receivesin the manner set forth in the Prospectus.

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6. The Company and SLMA covenant and agree with the severalUnderwriters that the Company or SLMA will pay or cause to be paid thefollowing: (i) the fees, disbursements and expenses of the Company's and SLMA'scounsel and accountants in connection with the registration of the Securitiesunder the Act and all other expenses in connection with the preparation,printing and filing of the Registration Statement, any Preliminary Prospectusand the Prospectus and amendments and supplements thereto and the mailing anddelivering of copies thereof to the Underwriters and dealers; (ii) the cost ofprinting or producing any Agreement among Underwriters, this Agreement, anyPricing Agreement, any Indenture, any Trust Agreement, any Delayed DeliveryContracts, any Blue Sky and Legal Investment Memoranda, closing documents(including any compilations thereof) and any other documents in connection with



the offering, purchase, sale and delivery of the Designated Securities; (iii)all expenses in connection with the qualification of the Designated Securitiesfor offering and sale under state securities laws as provided in Section 5(b)hereof, including the fees and disbursements of counsel for the Underwriters inconnection with such qualification and in connection with the Blue Sky and LegalInvestment Surveys; (iv) any fees charged by securities rating services forrating the Designated Securities; (v) the cost of preparing the DesignatedSecurities; (vi) the fees and expenses of the Eligible Lender Trustee and theIndenture Trustee and any agent of the Eligible Lender Trustee or the IndentureTrustee and the fees and disbursements of counsel for the Eligible LenderTrustee and the Indenture Trustee in connection with any Indenture and TrustAgreement and the Designated Securities; (vii) the fees payable to theLuxembourg Stock Exchange in connection with listing Designated Securities onthe Luxembourg Stock Exchange; and (viii) all other costs and expenses incidentto the performance of the obligations of the Company and SLMA hereunder andunder any Delayed Delivery Contracts that are not otherwise specificallyprovided for in this Section. It is understood, however, that, except asprovided in this Section, and Sections 8 and 11 hereof, the Underwriters willpay all of their own costs and expenses, including the fees of their counsel,transfer taxes on resale of any of the Securities by them, and any advertisingexpenses connected with any offers they may make.

7. The obligations of the Underwriters of any DesignatedSecurities under the Pricing Agreement relating to such Designated Securitiesshall be subject, in the reasonable discretion of the Representatives, to thecondition that all representations and warranties and other statements of theCompany and SLMA in or incorporated by reference in the Pricing Agreementrelating to such Designated Securities are, at and as of the Time of Deliveryfor such Designated Securities, true and correct, the condition that the Companyand SLMA shall have performed all of their obligations hereunder theretofore tobe performed, and the following additional conditions:

(a) (i) The Prospectus as amended or supplemented inrelation to the applicable Designated Securities shall have been filedwith the Commission pursuant to Rule 424(b) within the applicable timeperiod prescribed for such filing by the rules and regulations underthe Act and in accordance with Section 5(a) hereof; (ii) no stop ordersuspending the effectiveness of the Registration Statement or any partthereof shall have been issued and no proceeding for that purpose shallhave been initiated or threatened by the Commission; and (iii) allrequests for additional information on the part of the Commission shallhave been complied with;

11

(b) Counsel for the Underwriters shall have furnishedRepresentatives such opinion or opinions, substantially in the formattached hereto as Annex II(a), dated the Time of Delivery for suchDesignated Securities, with respect to the Designated Securities andsuch other related matters as the Representatives may reasonably



request;

(c) Internal counsel for the Company, the Administrator,SLMA, SLM Education Loan Corp. and the Servicer, satisfactory to theRepresentatives, shall have furnished to the Representatives a writtenopinion or opinions, dated the Time of Delivery for such DesignatedSecurities, substantially in the form attached hereto as Annex II(c) oras is otherwise satisfactory to the Representatives;

(d) Special counsel for the Company, the Administrator,SLMA, SLM Education Loan Corp. and the Servicer, satisfactory to theRepresentatives, shall have furnished to the Representatives a writtenopinion or opinions, dated the Time of Delivery for such DesignatedSecurities, substantially in the form attached hereto as Annex II(b) oras is otherwise satisfactory to the Representatives;

(e) Counsel for the Eligible Lender Trustee, satisfactoryto the Representatives, shall have furnished to the Representatives awritten opinion or opinions, dated the Time of Delivery for suchDesignated Securities, substantially in the form attached hereto asAnnex II(d) or as is otherwise satisfactory to the Representatives;

(f) Counsel for the Indenture Trustee, satisfactory tothe Representatives, shall have furnished to the Representatives awritten opinion or opinions, dated the Time of Delivery for suchDesignated Securities, substantially in the form attached hereto asAnnex II(e) or as is otherwise satisfactory to the Representatives;

(g) At the time a Preliminary Prospectus relating to suchDesignated Securities was distributed and on the date of the PricingAgreement for such Designated Securities, the independent publicaccountants of the Company and SLMA shall have furnished to theRepresentatives a letter or letters with respect to the Company, SLMA,the statistical and financial information contained in the PreliminaryProspectus and the Prospectus and certain agreed upon procedures withrespect to the issuance and offering of the Designated Securities andthe related Student Loans, in form and substance satisfactory to theRepresentatives and in each case confirming that such accountants areindependent public accountants with the meaning of the Act and theapplicable rules and regulations thereunder;

(h) (i) Neither SLMA or any of its subsidiaries, taken asa whole, nor the Company shall have sustained (i) since the date of thefinancial statements included as Appendix A to SLM Corporation's mostrecent Annual Report on Form 10-K or Quarterly Report on Form 10-Qfiled with the Commission, as applicable, any material loss orinterference with its business from fire, explosion, flood or othercalamity, whether or not covered by insurance, or from any labordispute or court or governmental action, order or decree, otherwisethan as set forth or contemplated in such financial statements; and,(ii) since such date, there shall not have been (A) any material



adverse change in the capital stock or long-term debt of SLMA or any ofits subsidiaries, taken as

12

a whole, or the Company or (B) any such change, or any developmentinvolving a prospective change, in or affecting the general affairs,management, financial position, shareholders' equity or results ofoperations of SLMA or any of its subsidiaries, taken as a whole, or theCompany or the transactions contemplated hereby, otherwise than, in thecase of clauses (A) and (B) above, as set forth or contemplated in suchfinancial statements or as disclosed in writing to the Underwriters onor prior to the date of this Agreement, the effect of which, in anysuch case described in clause (i) or (ii), is in the judgment of theRepresentatives, so material and adverse as to make it impracticable orinadvisable to proceed with the public offering or the delivery of theUnderwriters' Securities on the terms and in the manner contemplated inthe Prospectus as first amended or supplemented relating to theDesignated Securities;

(i) On or after the date of the Pricing Agreementrelating to the Designated Securities (i) no downgrading shall haveoccurred in the rating accorded SLMA's debt securities or preferredstock by any "nationally recognized statistical rating organization,"as that term is defined by the Commission for purposes of Rule436(g)(2) under the Act ("Rating Agency"), and (ii) no such RatingAgency shall have publicly announced that it has under surveillance orreview, with possible negative implications, its rating of any ofSLMA's debt securities;

(j) On or after the date of the Pricing Agreementrelating to the Designated Securities, there shall not have occurredany of the following: (i) a suspension or material limitation intrading in securities generally on the New York Stock Exchange or theLuxembourg Stock Exchange, or any setting of minimum prices for tradingon such exchange; (ii) a general moratorium on commercial bankingactivities declared by any of United States Federal or New York Stateauthorities, or by The Bank of England or the European Central Bank; or(iii) the outbreak or escalation of hostilities involving the UnitedStates or United Kingdom or the declaration by the United States orUnited Kingdom of a national emergency or war, if the effect of anysuch event specified in this clause (iii) in the reasonable judgment ofthe Representatives makes it impracticable or inadvisable to proceedwith the public offering or the delivery of the Underwriters'Securities on the terms and in the manner contemplated in theProspectus as theretofore amended or supplemented relating to theDesignated Securities;

(k) Each of the Company and SLMA shall have furnished orcaused to be furnished to the Representatives at the Time of Delivery



for the Designated Securities a certificate or certificates of officersof the Company or SLMA, as the case may be, satisfactory to theRepresentatives as to the accuracy of the representations andwarranties of the Company or SLMA, as the case may be, herein at and asof such Time of Delivery, as to the performance by the Company or SLMA,as the case may be, of all of their obligations hereunder to beperformed at or prior to such Time of Delivery, as to the matters setforth in subsections (a), (h) and (i) of this Section and as to suchother matters as the Representatives may reasonably request;

(l) At the Time of Delivery, the aggregate principalamount of the Underwriters' Securities as specified in the relatedPricing Agreement for the Designated Securities

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shall have been sold to the Underwriters, the aggregate amount of therelated Certificates, if any, as specified in the related underwritingagreement for such Certificates shall have been sold to theunderwriters specified in such underwriting agreement; and

(m) The Designated Securities shall be rated as set forthin the related Prospectus by the Rating Agency (or Agencies) specifiedin such Prospectus, and such Rating Agency or Agencies shall not haveplaced the Designated Securities under surveillance or review withnegative implications.

8. (a) The Company and SLMA, jointly and severally, willindemnify and hold harmless each Underwriter against any losses, claims, damagesor liabilities, joint or several, to which such Underwriter may become subject,under the Act or otherwise, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon anuntrue statement or alleged untrue statement of a material fact contained in anyPreliminary Prospectus, any preliminary prospectus supplement, the RegistrationStatement, the Prospectus as amended or supplemented and any other prospectusrelating to the Designated Securities, or any amendment or supplement thereto,or arise out of or are based upon the omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make thestatements therein not misleading, and will reimburse each Underwriter for anylegal or other expenses reasonably incurred by such Underwriter in connectionwith investigating or defending any such action or claim as such expenses areincurred; provided, however, that the Company and SLMA shall not be liable inany such case to the extent that any such loss, claim, damage or liabilityarises out of or is based upon an untrue statement or alleged untrue statementor omission or alleged omission made in any Preliminary Prospectus, anypreliminary prospectus supplement, the Registration Statement, the Prospectus asamended or supplemented and any other prospectus relating to the Securities, orany such amendment or supplement in reliance upon and in conformity with writteninformation furnished to the Company or SLMA by any Underwriter of DesignatedSecurities through the Representatives expressly for use in the Prospectus as



amended or supplemented relating to such Securities.

(b) Each Underwriter, severally and not jointly, will indemnifyand hold harmless the Company and SLMA against any losses, claims, damages orliabilities to which they may become subject, under the Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon an untrue statement or alleged untruestatement of a material fact contained in any Preliminary Prospectus, anypreliminary prospectus supplement, the Registration Statement, the Prospectus asamended or supplemented and any other prospectus relating to the Securities, orany amendment or supplement thereto, or arise out of or are based upon theomission or alleged omission to state therein a material fact required to bestated therein or necessary to make the statements therein not misleading, ineach case to the extent, but only to the extent, that such untrue statement oralleged untrue statement or omission or alleged omission was made in anyPreliminary Prospectus, any preliminary prospectus supplement, the RegistrationStatement, the Prospectus as amended or supplemented and any other prospectusrelating to the Designated Securities, or any such amendment or supplement inreliance upon and in conformity with written information furnished to theCompany or SLMA by such Underwriter through the Representatives expressly foruse therein; and will reimburse the

14

Company for any legal or other expenses reasonably incurred by the Company inconnection with investigating or defending any such action or claim as suchexpenses are incurred.

(c) Promptly after receipt by an indemnified party undersubsection (a) or (b) above of notice of the commencement of any action, suchindemnified party shall, if a claim in respect thereof is to be made against theindemnifying party under such subsection, notify the indemnifying party inwriting of the commencement thereof; but the omission so to notify theindemnifying party shall not relieve it from any liability which it may have toany indemnified party otherwise than under such subsection. In case any suchaction shall be brought against any indemnified party and it shall notify theindemnifying party of the commencement thereof, the indemnifying party shall beentitled to participate therein and, to the extent that it shall wish, jointlywith any other indemnifying party similarly notified, to assume the defensethereof, with counsel satisfactory to such indemnified party (who shall not,except with the consent of the indemnified party, be counsel to the indemnifyingparty), and, after notice from the indemnifying party to such indemnified partyof its election so to assume the defense thereof, the indemnifying party shallnot be liable to such indemnified party under such subsection for any legalexpenses of other counsel or any other expenses, in each case subsequentlyincurred by such indemnified party, in connection with the defense thereof otherthan reasonable costs of investigation. No indemnifying party shall, without thewritten consent of the indemnified party, effect the settlement or compromiseof, or consent to the entry of any judgment with respect to, any pending orthreatened action or claim in respect of which indemnification or contribution



may be sought hereunder (whether or not the indemnified party is an actual orpotential party to such action or claim) unless such settlement, compromise orjudgment (i) includes an unconditional release of the indemnified party from allliability arising out of such action or claim and (ii) does not include astatement as to or an admission of fault, culpability or a failure to act, by oron behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 isunavailable to or insufficient to hold harmless an indemnified party undersubsection (a) or (b) above in respect of any losses, claims, damages orliabilities (or actions in respect thereof) referred to therein, then eachindemnifying party shall contribute to the amount paid or payable by suchindemnified party as a result of such losses, claims, damages or liabilities (oractions in respect thereof) in such proportion as is appropriate to reflect therelative benefits received by the Company and SLMA, on the one hand and theUnderwriters of the Designated Securities on the other from the offering of theDesignated Securities to which such loss, claim, damage or liability (or actionin respect thereof) relates. If, however, the allocation provided by theimmediately preceding sentence is not permitted by applicable law or if theindemnified party failed to give the notice required under subsection (c) above,then each indemnifying party shall contribute to such amount paid or payable bysuch indemnified party in such proportion as is appropriate to reflect not onlysuch relative benefits but also the relative fault of the Company and SLMA, onthe one hand and the Underwriters of the Designated Securities on the other inconnection with the statements or omissions which resulted in such losses,claims, damages or liabilities (or actions in respect thereof), as well as anyother relevant equitable considerations. The relative benefits received by theCompany and SLMA, on the one hand, and such Underwriters on the other shall bedeemed to be in the same proportion as the total net proceeds from such offering(before deducting

15

expenses) received by the Company and SLMA bear to the total underwritingdiscounts and commissions received by such Underwriters. The relative faultshall be determined by reference to, among other things, whether the untrue oralleged untrue statement of a material fact or the omission or alleged omissionto state a material fact relates to information supplied by the Company or SLMA,on the one hand, or such Underwriters on the other and the parties' relativeintent, knowledge, access to information and opportunity to correct or preventsuch statement or omission. The Company, SLMA and the Underwriters agree that itwould not be just and equitable if contribution pursuant to this subsection (d)were determined by pro rata allocation (even if the Underwriters were treated asone entity for such purpose) or by any other method of allocation which does nottake account of the equitable considerations referred to above in thissubsection (d). The amount paid or payable by an indemnified party as a resultof the losses, claims, damages or liabilities (or actions in respect thereof)referred to above in this subsection (d) shall be deemed to include any legal orother expenses reasonably incurred by such indemnified party in connection withinvestigating or defending any such action or claim. Notwithstanding the



provisions of this subsection (d), no Underwriter shall be required tocontribute any amount in excess of the amount by which the total price at whichthe applicable Designated Securities underwritten by it and distributed to thepublic were offered to the public exceeds the amount of any damages which suchUnderwriter has otherwise been required to pay by reason of such untrue oralleged untrue statement or omission or alleged omission. No person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Act)shall be entitled to contribution from any person who was not guilty of suchfraudulent misrepresentation. The obligations of the Underwriters of DesignatedSecurities in this subsection (d) to contribute are several in proportion totheir respective underwriting obligations with respect to such Securities andnot joint.

(e) The obligations of the Company and SLMA under this Section 8shall be in addition to any liability which the Company and SLMA may otherwisehave and shall extend, upon the same terms and conditions, to each officer anddirector of the Underwriters and to each person, if any, who controls anyUnderwriter within the meaning of the Act; and the obligations of theUnderwriters under this Section 8 shall be in addition to any liability whichthe respective Underwriters may otherwise have and shall extend, upon the sameterms and conditions, to each officer and director of the Company or SLMA and toeach person, if any, who controls the Company or SLMA within the meaning of theAct.

9. (a) If any Underwriter shall default in its obligation topurchase the Underwriters' Securities which it has agreed to purchase under thePricing Agreement relating to such Underwriters' Securities, the Representativesmay in their discretion arrange for themselves or another party or other partiesto purchase such Underwriters' Securities on the terms contained herein andtherein. If within thirty-six hours after such default by any Underwriter theRepresentatives do not arrange for the purchase of such Underwriters'Securities, then the Company shall be entitled to a further period of thirty-sixhours within which to procure another party or other parties satisfactory to theRepresentatives to purchase such Underwriters' Securities on such terms. In theevent that, within the respective prescribed period, the Representatives notifythe Company that they have so arranged for the purchase of such Underwriters'Securities, or the Company notifies the Representatives that it has so arrangedfor

16

the purchase of such Underwriters' Securities, the Representatives or theCompany shall have the right to postpone the Time of Delivery for suchUnderwriters' Securities for a period of not more than seven days, in order toeffect whatever changes may thereby be made necessary in the RegistrationStatement or the Prospectus as amended or supplemented, or in any otherdocuments or arrangements, and the Company agrees to file promptly anyamendments or supplements to the Registration Statement or the Prospectus whichin the opinion of the Representatives may thereby be made necessary. The term"Underwriter" as used in this Agreement shall include any person substituted



under this Section with like effect as if such person had originally been aparty to the Pricing Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements for the purchaseof the Underwriters' Securities of a defaulting Underwriter or Underwriters bythe Representatives and the Company as provided in subsection (a) above, theaggregate principal amount of such Underwriters' Securities which remainsunpurchased does not exceed one-eleventh of the aggregate principal amount ofthe Designated Securities, then the Company shall have the right (i) to requireeach non-defaulting Underwriter to purchase the principal amount of DesignatedSecurities which such non-defaulting Underwriter agreed to purchase under thePricing Agreement relating to such Designated Securities, and, in addition, (ii)to require each non-defaulting Underwriter to purchase its pro rata share of theDesignated Securities of such defaulting Underwriter or Underwriters for whichsuch arrangements have not been made (which share only shall pertain to and bebased on the principal amount of the Designated Securities which suchnon-defaulting Underwriter or Underwriters previously agreed to purchase underthe Pricing Agreement relating to such Designated Securities, it beingacknowledged and agreed that such non-defaulting Underwriter or Underwritersshall not be required to purchase a share of any class of Designated Securitiesof a defaulting Underwriter or Underwriters which the non-defaulting Underwriteror Underwriters had not previously agreed to purchase under the PricingAgreement relating to such Designated Securities). Nothing herein shall relievea defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchaseof the Underwriters' Securities of a defaulting Underwriter or Underwriters bythe Representatives and the Company as provided in subsection (a) above, theaggregate principal amount of Underwriters' Securities which remains unpurchasedexceeds one-eleventh of the aggregate principal amount of the DesignatedSecurities, as referred to in subsection (b) above, or if the Company shall notexercise the right described in subsection (b) above to require non-defaultingUnderwriters to purchase Underwriters' Securities of a defaulting Underwriter orUnderwriters, then the Pricing Agreement relating to such Designated Securitiesshall thereupon terminate, without liability on the part of any non-defaultingUnderwriter or the Company, except for the expenses to be borne by the Companyand the Underwriters as provided in Section 6 hereof and the indemnity andcontribution agreements in Section 8 hereof; but nothing herein shall relieve adefaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations,warranties and other statements of the Company, SLMA and the severalUnderwriters, as set forth in this Agreement or made by or on behalf of them,respectively, pursuant to this Agreement, shall remain in full

17

force and effect, regardless of any investigation (or any statement as to theresults thereof) made by or on behalf of any Underwriter or any controllingperson of any Underwriter, or the Company or SLMA or any officer or director or



controlling person of the Company or SLMA, and shall survive delivery of andpayment for the Securities.

11. If any Pricing Agreement shall be terminated pursuant toSection 9 or Section 7(j) hereof, the Company and SLMA shall not then be underany liability to any Underwriter with respect to the Designated Securitiescovered by such Pricing Agreement except as provided in Sections 6 and 8 hereof;but, if for any other reason Underwriters' Securities are not delivered by or onbehalf of the Company as provided herein, the Company and SLMA will reimbursethe Underwriters through the Representatives for all out-of-pocket expensesapproved in writing by the Representatives, including fees and disbursements ofcounsel, reasonably incurred by the Underwriters in making preparations for thepurchase, sale and delivery of such Designated Securities, but the Company andSLMA shall then be under no further liability to any Underwriter with respect tosuch Designated Securities except as provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, the Representatives of theUnderwriters of Designated Securities shall act on behalf of each of suchUnderwriters, and the parties hereto shall be entitled to act and rely upon anystatement, request, notice or agreement on behalf of any Underwriter made orgiven by such Representatives jointly or by such of the Representatives, if any,as may be designated for such purpose in the Pricing Agreement.

All statements, requests, notices and agreements hereunder shall be inwriting, and if to the Underwriters shall be delivered or sent by mail, telex orfacsimile transmission to the address of the Representatives as set forth in thePricing Agreement; and if to the Company or SLMA shall be delivered or sent bymail, telex or facsimile transmission to:

SLM Funding LLC11600 Sallie Mae DriveReston, VA 20193Facsimile: (703) 810-7586Attention: Mark L. Heleen, Vice President

Student Loan Marketing Association11600 Sallie Mae DriveReston, VA 20193Facsimile: (703) 810-7586Attention: Mike Sheehan, Vice President

provided, however, that any notice to an Underwriter pursuant to Section 8(c)hereof shall be delivered or sent by mail, telex or facsimile transmission tosuch Underwriter at its address set forth in its Underwriters' Questionnaire, ortelex constituting such Questionnaire, which address will be supplied to theCompany or SLMA by the Representatives upon request. Any such statements,requests, notices or agreements shall take effect upon receipt thereof.

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13. This Agreement and each Pricing Agreement shall be bindingupon, and inure solely to the benefit of, the Underwriters, the Company, SLMAand, to the extent provided in Sections 8 and 10 hereof, the officers anddirectors of the Company and SLMA and each person who controls the Company, SLMAor any Underwriter, and their respective heirs, executors, administrators,successors and assigns, and no other person shall acquire or have any rightunder or by virtue of this Agreement or any such Pricing Agreement. No purchaserof any of the Securities from any Underwriter shall be deemed a successor orassign by reason merely of such purchase.

14. Time shall be of the essence of each Pricing Agreement. Asused herein, "business day" shall mean any day when banking institutions areopen for business in New York City, New York.

15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. This Agreement and each Pricing Agreement may be executed byany one or more of the parties hereto and thereto in any number of counterparts,each of which shall be deemed to be an original, but all such respectivecounterparts shall together constitute one and the same instrument.

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IF THE FOREGOING IS IN ACCORDANCE WITH YOUR UNDERSTANDING, PLEASE SIGNAND RETURN TO US 7 COUNTERPARTS HEREOF.

Very truly yours,

SLM FUNDING LLC

By: /s/ MARK L. HELEENName: Mark L. HeleenTitle: Vice President

STUDENT LOAN MARKETING ASSOCIATION

By: /s/ MICHAEL E. SHEEHANName: Michael E. SheehanTitle: Vice President

Accepted as of the date hereof:

CREDIT SUISSE FIRST BOSTON LLC

By: /s/ JONATHAN CLARKName: Jonathan ClarkTitle: Director



CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

By: /s/ ISABEL FARAGALLIName: Isabel FaragalliTitle: Authorized Signatory

J.P. MORGAN SECURITIES INC.

By: /s/ ANTHONY HERMANNName: Anthony HermannTitle: Vice President

Underwriting Agreement

J.P. MORGAN SECURITIES LTD.

By: /s/ LUCY PURKISSName: Lucy PurkissTitle: Vice President

MERRILL LYNCH INTERNATIONAL

By: /s/ ASHLEY KIBBLEWHITEName: Ashley KibblewhiteTitle: Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: /s/ GEOFFREY R. WITTName: Geoffrey R. WittTitle: Authorized Signatory

21

ANNEX I

PRICING AGREEMENT

___________________________AS REPRESENTATIVES OF THE SEVERAL

UNDERWRITERS NAMED ON SCHEDULE I HERETO,

C/O________________________

___________________________

___________________________, 200_




SLM Funding LLC, a Delaware limited liability company (the "Company"),and the Student Loan Marketing Association, a corporation formed under the lawsof the United States ("SLMA"), propose, subject to the terms and conditionsstated herein and in the Underwriting Agreement, dated __________, 200__ (the"Underwriting Agreement"), between the Company and SLMA, on the one hand, and_____________ and _________________, on the other hand, that the Company willcause the trust (the "Trust") formed pursuant to the Trust Agreement dated as of_______, 200__ between the Company and _______, as trustee (the "Eligible LenderTrustee"), to issue and sell to the Underwriters named in Schedule I hereto (the"Underwriters") the Student Loan-Backed Notes (the "Notes") specified inSchedule II hereto (the "Designated Securities"). The Notes will be issued andsecured pursuant to the Indenture, dated ___________ (the "Indenture"), betweenthe Trust, the Eligible Lender Trustee and _________, as trustee (the "IndentureTrustee").

Each of the provisions of the Underwriting Agreement is incorporatedherein by reference in its entirety, and shall be deemed to be a part of thisAgreement to the same extent as if such provisions had been set forth in fullherein; and each of the representations and warranties set forth therein shallbe deemed to have been made at and as of the date of this Pricing Agreement,except that each representation and warranty which refers to the Prospectus inSection 2 of the Underwriting Agreement shall be deemed to be a representationor warranty as of the date of the Underwriting Agreement in relation to theProspectus (as therein defined), and also a representation and warranty as ofthe date of this Pricing Agreement in relation to the Prospectus as amended orsupplemented relating to the Designated Securities which are the subject of thisPricing Agreement. Each reference to the Representatives herein and in theprovisions of the Underwriting Agreement so incorporated by reference shall bedeemed to refer to you. Unless otherwise defined herein, terms defined in theUnderwriting Agreement are used herein as therein defined.

The Representatives designated to act on behalf of the Representativesand on behalf of each of the Underwriters of the Designated Securities pursuantto Section 12 of the Underwriting Agreement and the address of theRepresentatives referred to in such Section 12 are set forth at the end ofSchedule II hereto.

An amendment to the Registration Statement, or a supplement to theProspectus, as the case may be, relating to the Designated Securities, in theform heretofore delivered to you is now proposed to be filed with theCommission.

Subject to the terms and conditions set forth herein and in theUnderwriting Agreement incorporated herein by reference, the Company agrees tocause the Trust to issue and sell to each of the Underwriters, and each of theUnderwriters agrees, severally and not jointly, to purchase from the Trust, atthe time and place and at the purchase price to the Underwriters set forth in



Schedule II hereto, the principal amount of Designated Securities set forthopposite the name of such Underwriter in Schedule I hereto, less the principalamount of Designated Securities covered by Delayed Delivery Contracts, if any,as may be specified in Schedule II.

During the period beginning from the date of this Pricing Agreement forthe Designated Securities and continuing to and including [Closing Date], theCompany agrees, and SLMA agrees that it will cause the Company, not to, and notto permit any affiliated entity to, offer, sell, contract to sell or otherwisedispose of, any securities (other than the Designated Securities) collateralizedby, or any securities evidencing an ownership in, Student Loans, without theprior written consent of the Representatives.

Each Underwriter represents and agrees that (a) it has not offered orsold and will not offer or sell any Notes to persons in the United Kingdom priorto the expiration of the period of six months from the issue date of the Notesexcept to persons whose ordinary activities involve them in acquiring, holding,managing or disposing of investments (as principal or agent) for the purposes oftheir businesses or otherwise in circumstances which have not resulted and willnot result in an offer to the public in the United Kingdom within the meaning ofthe Public Offers of Securities Regulations 1995; (b) it has only communicatedor caused to be communicated and will only communicate or cause to becommunicated any invitation or inducement to engage in investment activity, withthe meaning of section 21 of the Financial Services and Markets Act 2000 (the"FSMA"), received by it in connection with the issue or sale of any notes incircumstances in which section 21(1) of the FSMA does not apply to the issuer;and (c) it has complied and will comply with all applicable provisions of theFSMA with respect to anything done by it in relation to the Notes in, from orotherwise involving the United Kingdom.

If the foregoing is in accordance with your understanding, please signand return to us _______ counterparts hereof, and upon acceptance hereof by you,on behalf of each of the Underwriters, this letter and such acceptance hereof,including the provisions of the Underwriting Agreement incorporated herein byreference, shall constitute a binding agreement between each of the Underwritersand the Company and SLMA. It is understood that your acceptance of this letteron behalf of each of the Underwriters is or will be pursuant to the authorityset forth in a form of Agreement among Underwriters, the form of which shall besubmitted to the Company and SLMA for examination upon request, but withoutwarranty on the part of the Representatives as to the authority of the signersthereof.

23

Very truly yours,

SLM FUNDING LLC

By: ______________________________Name:



Title:


By: ______________________________Name:Title:



By:_______________________Name:Title:


By:_______________________Name:Title:


By:_______________________Name:Title:


By:_______________________Name:Title:

24


By:_______________________Name:Title:


By:_______________________Name:Title:

25



SCHEDULE I

PRINCIPAL AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED

UNDERWRITER CLASS ___ CLASS ___ CLASS ___

ANNEX I - 26

SCHEDULE II

TITLE OF EACH CLASS OF DESIGNATED SECURITIES:

AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:

PRICE TO PUBLIC OF EACH CLASS:

PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

INDENTURE:

MATURITY:

INTEREST RATE:

FORM OF DESIGNATED SECURITIES:

TIME OF DELIVERY:

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

NAMES AND ADDRESSES OF REPRESENTATIVES:Designated Representatives:Address for Notices, etc.:

ANNEX I - 27

ANNEX II(a)

THE UNDERWRITERS: OUTSIDE COUNSEL OPINION

[Opinion to be issued, which will be substantially in the form provided forSLM Student Loan Trust 2004-1]

ANNEX II - 1

ANNEX II(b)



THE COMPANY, SLMA AND THE SERVICER: INTERNAL COUNSEL OPINION

[Opinion to be issued substantially in the form provided forSLM Student Loan Trust 2004-1]

ANNEX II - 2

ANNEX II(c)

THE COMPANY, SLMA AND THE SERVICER: OUTSIDE COUNSEL OPINION[Opinions to be issued, which together will be substantially in the form

provided for SLM Student Loan Trust 2004-1]

ANNEX II - 3

ANNEX II(d)

ELIGIBLE LENDER TRUSTEE: COUNSEL OPINION


ANNEX II - 4

ANNEX II(e)

INDENTURE TRUSTEE: COUNSEL OPINION


ANNEX II - 5

ANNEX IIIDELAYED DELIVERY CONTRACT

SLM FUNDING LLCC/O _______________________

___________________________

___________________________

Attention:________________________,20__




The undersigned hereby agrees to purchase from SLM Funding LLC(hereinafter called the "Company"), and the Company agrees to sell to theundersigned,

$_________

principal amount of the Company's ________ (hereinafter called the "DesignatedSecurities"), offered by the Company's Prospectus, dated _________, 20___, asamended or supplemented, receipt of a copy of which is hereby acknowledged, at apurchase price of ________% of the principal amount thereof, plus accruedinterest from the date from which interest accrues as set forth below, and onthe further terms and conditions set forth below.

The undersigned will purchase the Designated Securities from theCompany on _____________, 20___ (the "Delivery Date") and interest on theDesignated Securities so purchased will accrue from _________, 20___

[THE UNDERSIGNED WILL PURCHASE THE DESIGNATED SECURITIES FROM THECOMPANY ON THE DELIVERY DATE OR DATES AND IN THE PRINCIPAL AMOUNT OR AMOUNTS SETFORTH BELOW:

<TABLE><CAPTION>

PRINCIPAL DATE FROM WHICHDELIVERY DATE AMOUNT INTEREST ACCRUES------------- ------ ----------------

<S> <C> <C>____________, 20__ $_______________ ____________, 20__

____________, 20__ $_______________ ____________, 20__</TABLE>

EACH SUCH DATE ON WHICH DESIGNATED SECURITIES ARE TO BE PURCHASED HEREUNDER ISHEREINAFTER REFERRED TO AS A "DELIVERY DATE."(4)]

Payment for the Designated Securities which the undersigned has agreedto purchase on [THE] [EACH] Delivery Date shall be made to the Company or itsorder by certified or official bank check in _______ Clearing House funds at theoffice of __________,__________, __________, or by wire transfer to a bankaccount specified by the Company, on [THE] [SUCH] Delivery Date upon delivery tothe undersigned of the Designated Securities then to be purchased by theundersigned in definitive fully registered form and in such denominations andregistered in such names as the undersigned may designate by written, telex

ANNEX III-1

or facsimile communication addressed to the Company not less than five fullbusiness days prior to [THE] [SUCH] Delivery Date.



The obligation of the undersigned to take delivery of and make paymentfor Designated Securities on [THE] [EACH] Delivery Date shall be subject to thecondition that the purchase of Designated Securities to be made by theundersigned shall not on [THE] [SUCH] Delivery Date be prohibited under the lawsof the jurisdiction to which the undersigned is subject. The obligation of theundersigned to take delivery of and make payment for Designated Securities shallnot be affected by the failure of any purchaser to take delivery of and makepayment for Designated Securities pursuant to other contracts similar to thiscontract.

[THE UNDERSIGNED UNDERSTANDS THAT UNDERWRITERS (THE "UNDERWRITERS") AREALSO PURCHASING DESIGNATED SECURITIES FROM THE COMPANY, BUT THAT THE OBLIGATIONSOF THE UNDERSIGNED HEREUNDER ARE NOT CONTINGENT ON SUCH PURCHASES]. Promptlyafter completion of the sale to the Underwriters the Company will mail ordeliver to the undersigned at its address set forth below notice to such effect,accompanied by a copy of the Opinion of Counsel for the Company delivered to theUnderwriters in connection therewith.

The undersigned represents and warrants that, as of the date of thiscontract, the undersigned is not prohibited from purchasing the DesignatedSecurities hereby agreed to be purchased by it under the laws of thejurisdiction to which the undersigned is subject.

This contract will inure to the benefit of and be binding upon theparties hereto and their respective successors, but will not be assignable byeither party hereto without the written consent of the other.

This contract may be executed by either of the parties hereto in anynumber of counterparts, each of which shall be deemed to be an original, but allsuch counterparts shall together constitute one and the same instrument.

ANNEX III-2

It is understood that the acceptance by the Company of any DelayedDelivery Contract (including this contract) is in the Company's sole discretionand that, without limiting the foregoing, acceptances of such contracts need notbe on a first-come, first-served basis. If this contract is acceptable to theCompany, it is requested that the Company sign the form of acceptance below andmail or deliver one of the counterparts hereof to the undersigned at its addressset forth below. This will become a binding contract between the Company and theundersigned when such counterpart is so mailed or delivered by the Company.

Yours very truly,

__________________________________

By: ______________________________(Authorized Signature)

Name:



Title:

__________________________________(Address)

Accepted: ______________, 20__

SLM FUNDING LLC

By: _______________________Name:Title:

ANNEX III-3



EXHIBIT 1.2

PRICING AGREEMENT FORPUBLICLY OFFERED NOTES

February 25, 2004

Credit Suisse First Boston LLCEleven Madison AvenueNew York, New York 10010-3629

Credit Suisse First Boston (Europe) LimitedOne Cabot SquareLondon E14 4QJ

J.P. Morgan Securities Inc.270 Park Avenue10th FloorNew York, New York 10017

J.P. Morgan Securities Ltd.125 London WallLondon EC2Y 5AJ

Merrill Lynch InternationalMerrill Lynch Financial Centre2 King Edward StreetLondon EC1A 1HQ

Merrill Lynch, Pierce, Fenner & Smith Incorporated250 Vesey StreetNew York, NY 10080


SLM Funding LLC, a Delaware limited liability company (the"Company"), and the Student Loan Marketing Association, a corporation formedunder the laws of the United States of America ("SLMA"), propose, subject to theterms and conditions stated herein and in the Underwriting Agreement, datedFebruary 25, 2004 (the "Underwriting Agreement"), between the Company and SLMA,on the one hand, and Credit Suisse First Boston LLC, Credit Suisse First Boston(Europe) Limited, J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd.,Merrill Lynch International and Merrill Lynch, Pierce, Fenner & SmithIncorporated, on the other hand, that the Company caused the trust (the "Trust")to be formed pursuant to a trust agreement, dated as of February 19, 2004,between the Company and Chase Manhattan Bank USA, National Association, aseligible lender trustee (the "Eligible Lender Trustee") which trust agreementwill be amended and restated by an Amended and Restated Trust Agreement, datedas

28

of the Time of Delivery, among the Company, the Eligible Lender Trustee and theIndenture Trustee (defined below), to issue and sell to the Underwriters namedin Schedule I hereto (the "Underwriters") the Student Loan-Backed Notes (the"Notes") specified in Schedule II hereto (the "Designated Securities"). TheNotes will be issued and secured pursuant to the Indenture, dated as of March 1,2004, among the Trust, the Eligible Lender Trustee and The Bank of New York, asindenture trustee (the "Indenture Trustee").

Except as modified pursuant to Schedule II hereto, each of theprovisions of the Underwriting Agreement is incorporated herein by reference inits entirety, and shall be deemed to be a part of this Pricing Agreement to thesame extent as if such provisions had been set forth in full herein; and each ofthe representations and warranties set forth therein shall be deemed to havebeen made at and as of the date of this Pricing Agreement, except that eachrepresentation and warranty which refers to the Prospectus in Section 2 of theUnderwriting Agreement shall be deemed to be a representation or warranty as ofthe date of the Underwriting Agreement in relation to the Prospectus (as thereindefined), and also a representation and warranty as of the date of this PricingAgreement in relation to the Prospectus as amended or supplemented relating tothe Designated Securities which are the subject of this Pricing Agreement. Eachreference to the Representatives herein and in the provisions of theUnderwriting Agreement so incorporated by reference shall be deemed to refer toyou. Unless otherwise defined herein, terms defined in the UnderwritingAgreement are used herein as therein defined.

The Representatives designated to act on behalf of each of theUnderwriters of the Designated Securities pursuant to Section 12 of theUnderwriting Agreement and the address of the Representatives referred to in



such Section 12 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement tothe Prospectus, as the case may be, relating to the Designated Securities, inthe form to be delivered to you is proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and inthe Underwriting Agreement incorporated herein by reference, the Company agreesto cause the Trust to issue and sell to each of the Underwriters, and each ofthe Underwriters agrees, severally and not jointly, to purchase from the Trust,at the time and place and at the purchase price to the Underwriters set forth inSchedule II hereto, the amount of Designated Securities set forth opposite thename of such Underwriter in Schedule I hereto, less the amount of DesignatedSecurities covered by Delayed Delivery Contracts, if any, as may be specified inSchedule II.

During the period beginning from the date of this PricingAgreement for the Designated Securities and continuing to and including Time ofDelivery, the Company agrees, and SLMA agrees that it will cause the Company,not to, and not to permit any affiliated entity to, offer, sell or contract tosell, or otherwise dispose of, securities substantially similar to theDesignated Securities (other than the Designated Securities) evidencing anownership in, or any securities (other than the related Notes) collateralizedby, Student Loans, without the prior written consent of the Representatives.

2

Each Underwriter represents and agrees that (a) it has notoffered or sold and will not offer or sell any Notes to persons in the UnitedKingdom prior to the expiration of the period of six months from the issue dateof the Notes except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of their businesses or otherwise in circumstances which havenot resulted and will not result in an offer to the public in the United Kingdomwithin the meaning of the Public Offers of Securities Regulations 1995, asamended; (b) it has only communicated or caused to be communicated and will onlycommunicate or cause to be communicated any invitation or inducement to engagein investment activity, with the meaning of section 21 of the Financial Servicesand Markets Act 2000 (the "FSMA"), received by it in connection with the issueor sale of the Notes in circumstances in which section 21(1) of the FSMA doesnot apply to the Trust; and (c) it has complied and will comply with allapplicable provisions of the FSMA with respect to anything done by it inrelation to the Notes in, from or otherwise involving the United Kingdom.

Credit Suisse First Boston (Europe) Limited, in its capacityas Stabilizing Manager in respect of the class A-5 Notes, may, to the extentpermitted by applicable laws, over-allot and effect transactions in anyover-the-counter market or otherwise in connection with the distribution of theCass A-5 Notes with a view to supporting the market price of the Cass A-5 Notesat levels higher than those which might otherwise prevail in the open market,but in doing so it shall not act as agent of the Company and any loss resultingfrom over-allotment or stabilization will be borne, and any profit arising fromthem shall be retained, by the Stabilizing Manager or, as the case may be, theUnderwriters. The Company represents, warrants and undertakes to theUnderwriters that the Trust has been informed of, and was informed, prior to anypublic announcement of the issue of the Notes, of the existence of the FinancialServices Authority's informational guidance referred to in MAR 2.3.2R(4) of theprice stabilising rules made under section 144(1) of the Financial Services andMarkets Act 2000, and the Trust has not issued and will not issue, without theprior consent of the Stabilising Manager, any communication to which MAR2.3.2R(1) of those rules applies unless that communication adequately disclosesthat stabilising action may take place in relation to the issue of the Notes andcomplies with MAR 2.3.3E of those rules.

3

If the foregoing is in accordance with your understanding,please sign and return to us seven counterparts hereof, and upon acceptancehereof by you, this letter and such acceptance hereof, including the provisionsof the Underwriting Agreement incorporated herein by reference, shall constitutea binding agreement between each of the Underwriters and the Company and SLMA.It is understood that your acceptance of this letter is or will be pursuant tothe authority set forth in a form of Agreement among Underwriters, the form ofwhich shall be submitted to the Company and SLMA for examination upon request,but without warranty on the part of the Underwriters as to the authority of thesigners thereof.

Very truly yours,

SLM FUNDING LLC

By: /s/ MARK L. HELEENName: Mark L. Heleen



Title: Vice President


By: /s/ MICHAEL E. SHEEHANName: Michael E. SheehanTitle: Vice President



By: /s/ JONATHAN CLARKName: Jonathan ClarkTitle: Director


By: /s/ ISABEL FARAGALLIName: Isabel FaragalliTitle: Authorized Signatory


By: /s/ ANTHONY HERMANNName: Anthony HermannTitle: Vice President


By: /s/ LUCY PURKISSName: Lucy PurkissTitle: Vice President


By: /s/ ASHLEY KIBBLEWHITEName: Ashley KibblewhiteTitle: Authorized Signatory


By: /s/ GEOFFREY R. WITTName: Geoffrey R. WittTitle: Authorized Signatory

SCHEDULE I

AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED

<TABLE><CAPTION>

UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS B<S> <C> <C> <C> <C> <C> <C>Credit Suisse First Boston LLC $118,000,000 $146,000,000 $136,000,000 $174,000,000 (euro) 0 $ 30,745,000

Credit Suisse First Boston (Europe)Limited $ 0 $ 0 $ 0 $ 0 (euro)167,000,000 $ 0

J.P. Morgan Securities Inc. $119,000,000 $145,000,000 $136,000,000 $174,000,000 (euro) 0 $ 30,750,000

J.P. Morgan Securities Ltd. $ 0 $ 0 $ 0 $ 0 (euro)167,000,000 $ 0

Merrill Lynch International $ 0 $ 0 $ 0 $ 0 (euro)166,000,000 $ 0

Merrill Lynch, Pierce, Fenner &Smith Incorporated $118,000,000 $146,000,000 $136,000,000 $174,074,000 (euro) 0 $ 30,750,000

------------ ------------ ------------ ------------ ----------------- -----------------TOTAL $355,000,000 $437,000,000 $408,000,000 $522,074,000 (euro)500,000,000 $ 92,245,000

============ ============ ============ ============ ================= =================</TABLE>

SCHEDULE I - 1

SCHEDULE II

TITLE OF EACH CLASS OF DESIGNATED SECURITIES:

Floating Rate Class A-1 Student Loan-Backed Notes(for purposes of this Schedule II, "Class A-1")







Floating Rate Class B Student Loan-Backed Notes(for purposes of this Schedule II, "Class B")

AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:

Class A-1: $355,000,000Class A-2: $437,000,000Class A-3: $408,000,000Class A-4: $522,074,000Class A-5: (euro)500,000,000Class B: $ 92,245,000

PRICE TO PUBLIC OF EACH CLASS:

Class A-1: 100.0%Class A-2: 100.0%Class A-3: 100.0%Class A-4: 100.0%Class A-5: 100.0%Class B: 100.0%

PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:

Class A-1: 99.850%Class A-2: 99.820%Class A-3: 99.800%Class A-4: 99.775%Class A-5: 99.700%Class B: 99.650%

SCHEDULE II - 1

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds

INDENTURE: Indenture, dated as of March 1, 2004, among The Bank of New York, asIndenture Trustee, the SLM Student Loan Trust 2004-2, and Chase Manhattan BankUSA, National Association, as Eligible Lender Trustee.

MATURITY:

Class A-1: January 2010 Distribution DateClass A-2: April 2013 Distribution DateClass A-3: January 2016 Distribution DateClass A-4: October 2019 Distribution DateClass A-5: January 2024 Distribution DateClass B: July 2039 Distribution Date

INTEREST RATE:

Class A-1: interpolated 1/2 month LIBOR* minus 0.01%Class A-2: interpolated 1/2 month LIBOR* plus 0.02%Class A-3: interpolated 1/2 month LIBOR* plus 0.08%Class A-4: interpolated 1/2 month LIBOR* plus 0.13%Class A-5: interpolated 1/2 month EURIBOR* plus 0.18%Class B: interpolated 1/2 month LIBOR* plus 0.47%

--------------* As to initial Accrual Period; thereafter, Three-month LIBOR or

EURIBOR, as applicable.

FORM OF DESIGNATED SECURITIES: Book-Entry (DTC, Clearstream, Luxembourg and/orEuroclear)

TIME OF DELIVERY: March 4, 2004

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:Student Loan Marketing Association11600 Sallie Mae DriveReston, VA 20193

SCHEDULE II - 2

NAMES AND ADDRESSES OF REPRESENTATIVES:



Credit Suisse First Boston LLCEleven Madison AvenueNew York, New York 10010-3629Facsimile: (212) 325-9808Attention: Jonathan Clark

Credit Suisse First Boston (Europe) LimitedOne Cabot SquareLondon UK E14 4QJFacsimile: 011-44-20-7890-2310Attention: Syndicate Desk

J.P. Morgan Securities Inc.270 Park AvenueNew York, New York 10017Facsimile: (212) 834-6081Attention: Brian McDonald

J.P. Morgan Securities Ltd.125 London WallLondon EC2Y 5AJUnited KingdomFacsimile: 011-44-20-7325-8240Attention: Head of Transaction Execution Group

Merrill Lynch InternationalMerrill Lynch Financial Centre2 King Edward StreetLondon EC1A 1HQFacsimile: 011-44-207-995-2968Attention: Linda Diotallevi

and

Merrill Lynch, Pierce, Fenner & Smith Incorporated4 World Financial Center10th Floor - 250 Vesey StreetNew York, New York 10080Facsimile: (212) 449-9015Attention: Geoffrey R. Witt

SCHEDULE II - 3

MODIFICATIONS TO UNDERWRITING AGREEMENT (SOLELY FOR PURPOSES OF THIS PRICINGAGREEMENT):

1. The following sentence is hereby added to the end of thesecond paragraph of the Underwriting Agreement:

In addition, the Trust will enter into an interest rate capagreement (the "Interest Rate Cap Agreement") with Bank of America,N.A. (the "Cap Counterparty") and separate currency swap agreements(the "Class A-5 Currency Swap Agreement" and the "Class A-6 CurrencySwap Agreement" and, together with the Interest Rate Cap Agreement, the"Swap Agreements") with CDC IXIS Capital Markets, acting through itsLondon Branch (the "Currency Swap Counterparty" and, together with theCap Counterparty, the "Swap Counterparties").

2. The following paragraph is hereby added to Section 7 of theUnderwriting Agreement:

(n) Swap Agreements shall have been entered into by theTrust and the Swap Counterparties, and the Underwriters shall havereceived a copy, addressed to them or on which they are otherwiseentitled to rely, of each opinion of counsel required to be deliveredthereunder to them at or before the Time of Delivery, and a copy ofeach certificate required to be delivered thereunder to them at orbefore the Time of Delivery.

(o) The Class A-5 Notes shall have been approved forlisting on the Luxembourg Stock Exchange.

3. Section 7(l) of the Underwriting Agreement is hereby modifiedas follows:

At the Time of Delivery, the aggregate principal amount of theUnderwriters' Securities as specified in the related Pricing Agreement for theDesignated Securities shall have been sold by the Company to the Underwriters,and the aggregate amount of the related Certificates, if any, as specified inthe related underwriting agreement for such Certificates shall have been sold bythe Company to the underwriters specified in such underwriting agreement, and atthe Time of Delivery for the Reset Rate Notes, as defined in the Note PurchaseAgreement, dated the date hereof, among Credit Suisse First Boston (Europe)Limited, J.P. Morgan Securities Ltd. and Merrill Lynch International, as initial



purchasers (the "Initial Purchasers"), the Company and SLMA, the aggregateprincipal amount of the Reset Rate Notes as specified in Schedule I to suchpurchase agreement shall have been sold by the Company to the InitialPurchasers.

SCHEDULE II - 4



EXHIBIT 4.1

TRUST AGREEMENT

TRUST AGREEMENT, dated as of March 5, 2004, between SLM Funding LLC, aDelaware limited liability company (the "Depositor"), and Chase Manhattan BankUSA, National Association ("Chase"), a national banking corporation, not in itsindividual capacity but solely as Eligible Lender Trustee (the "Trustee"). TheDepositor and the Trustee hereby agree as follows:

1. The trust created hereby shall be known as SLM Student LoanTrust 2004-2 (the "Trust") in which name the Trustee may conduct the business ofthe Trust, make and execute contracts, and sue and be sued.

2. The Depositor hereby assigns, transfers, conveys and sets overto the Trustee the sum of $100. The Trustee hereby acknowledges receipt of suchamount in trust from the Depositor, which amount shall constitute the initialtrust estate. The Trustee hereby declares that it will hold the trust estate intrust for the Depositor. It is the intention of the parties hereto that theTrust created hereby constitute a business trust under Chapter 38 of Title 12 ofthe Delaware Code, 12 Del. C. Section 3801 et seq. and that this documentconstitute the governing instrument of the Trust. The Trustee is herebyauthorized and directed to execute and file a certificate of trust with theDelaware Secretary of State in the form attached hereto.

3. The Depositor and the Trustee will enter into an amended andrestated Trust Agreement, satisfactory to each such party, to provide for thecontemplated operation of the Trust created hereby. Prior to the execution anddelivery of such amended and restated Trust Agreement, the Trustee shall nothave any duty or obligation hereunder or with respect to the trust estate,except as otherwise required by applicable law or as may be necessary to obtainprior to such execution and delivery any licenses, consents or approvalsrequired by applicable law or otherwise.

(a) Except as otherwise expressly required in Sections 2and 3 of this Trust Agreement, the Trustee shall not have any duty or liabilitywith respect to the administration of the Trust, the investment of the Trust'sproperty or the payment of dividends or other distributions of income orprincipal to the Trust's beneficiaries, and no implied obligations shall beinferred from this Trust Agreement on the part of the Trustee. The Trustee shallnot be liable for the acts or omissions of the Depositor or any other person whoacts on behalf of the Trust nor shall the Trustee be liable for any act oromission by it in good faith in accordance with the directions of the Depositor.

(b) The Trustee accepts the trusts hereby created andagrees to perform its duties hereunder with respect to the same but only uponthe terms of this Trust Agreement. The Trustee shall not be personally liableunder 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 liablefor any error of judgment made in good faith by an officer or employee of theTrustee;

ii. No provision of this Trust Agreement shallrequire the Trustee to expend or risk its personal funds or otherwise incur anyfinancial liability in the performance of its rights or duties hereunder, if theTrustee shall have reasonable grounds for believing that repayment of such fundsor adequate indemnity against such risk or liability is not reasonably assuredor provided to it;

iii. Under no circumstance shall the Trustee bepersonally liable for any representation, warranty, covenant or indebtedness ofthe Trust;

iv. The Trustee shall not be personallyresponsible for or in respect of the genuineness, form or value of the Trustproperty, the validity or sufficiency of this Trust Agreement or for the dueexecution hereof by the Depositor;

v. In the event that the Trustee is unsure asto the course of action to be taken by it hereunder, the Trustee may requestinstructions from the Depositor and to the extent the Trustee follows suchinstructions in good faith it shall not be liable to any person. In the eventthat no instructions are provided within the time requested by the Trustee, itshall have no duty or liability for its failure to take any action or for anyaction it takes in good faith;

vi. All funds deposited with the Trusteehereunder may be held in a non-interest bearing trust account and the Trusteeshall not be liable for any interest thereon or for any loss as a result of theinvestment thereof at the direction of the Depositor;

vii. To the extent that, at law or in equity, theTrustee has duties and liabilities relating thereto to the Depositor or theTrust, the Depositor agrees that such duties and liabilities are replaced by theterms of this Trust Agreement.

(c) The Trustee shall incur no liability to anyone inacting upon any document believed by it to be genuine and believed by it to besigned by the proper party or parties. The Trustee may accept a certified copyof a resolution of the board of directors or other governing body of anycorporate party as conclusive evidence that such resolution has been dulyadopted by such body and that the same is in full force and effect. As to anyfact or matter the manner of ascertainment is not specifically prescribedherein, the Trustee may for all purposes hereof rely on a certificate, signed bythe 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 itin good faith in reliance thereon.

(d) In the exercise or administration of the trustshereunder, 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 defaultor misconduct of such attorneys or agents if such agents and attorneys shallhave been selected by the Trustee in good faith, and (ii) may, at the expense ofthe Depositor, consult with counsel, accountants and other experts, and it shallnot be

liable for anything done, suffered or omitted in good faith by it in accordancewith the advice or opinion of any such counsel, accountants or other experts.

(e) Notwithstanding anything contained herein to thecontrary, neither Chase nor the Trustee shall be required to take any action inany jurisdiction other than the State of Delaware if the taking of such actionwill (i) require the consent or approval or authorization or order of or thegiving of notice to, or the registration with or the taking of any other actionin respect of, any state or other governmental authority or agency of anyjurisdiction other than the State of Delaware, (ii) result in any fee, tax orother governmental charge under the laws of any jurisdiction or any politicalsubdivision thereof in existence becoming payable by Chase, or (iii) subjectChase to personal jurisdiction in any jurisdiction other than the State ofDelaware for causes of action arising from acts unrelated to the consummation ofthe transactions by Chase or the Trustee, as the case may be, contemplatedhereby.

(f) Except as expressly provided in this Section 4, inaccepting and performing the trusts hereby created, the Trustee acts solely astrustee hereunder and not in its individual capacity, and all persons having anyclaim against the Trustee by reason of the transactions contemplated by thisTrust Agreement shall look only to the Trust's property for payment orsatisfaction thereof.

4. The Depositor hereby agrees to (i) compensate the Trustee forits services hereunder in an amount separately agreed to by the Depositor andthe Trustee, (ii) reimburse the Trustee for all reasonable expenses (includingreasonable 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 againstany 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 uponor asserted at any time against such Indemnified Person with respect to theperformance of this Trust Agreement, the creation, operation or termination ofthe Trust or the transactions contemplated hereby; provided, however, that theDepositor shall not be required to indemnify any Indemnified Person for any



Expenses which are a result of the willful misconduct, bad faith or grossnegligence of such Indemnified Person. The obligations of the Depositor underthis Section 5 shall survive the termination of this Trust Agreement.

5. The Trustee may resign upon thirty days prior notice to theDepositor. If no successor has been appointed within such thirty day period, theTrustee may, at the expense of the Trust, petition a court of competentjurisdiction to appoint a successor trustee.

6. This Trust Agreement constitutes the entire agreement betweenthe parties hereto with respect to the subject matter hereof, and supersedes allprior agreement and understandings between the parties.

7. This Trust Agreement shall be governed by and construed inaccordance with the laws of the State of Delaware, without reference to isconflict of law provisions, and the obligations, rights and remedies of theparties hereunder shall be determined in accordance with

such laws.

8. This Trust Agreement may be executed in one or morecounterparts, each of which when so executed shall be an original and all ofwhich when taken together shall constitute but one and the same instrument.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreementto be duly executed by their respective officers hereunto duly authorized, as ofthe day and year first above written.

SLM FUNDING LLC, as Depositor


CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION , not in itsindividual capacity but solely as EligibleLender Trustee

By: /s/ JOHN J. CASHINName: John J. CashinTitle: Vice President

CERTIFICATE OF TRUST



OFSLM STUDENT LOAN TRUST 2004-2

THIS Certificate of Trust of SLM STUDENT LOAN TRUST 2004-2 (the"Trust") is being duly executed and filed on behalf of the Trust by theundersigned, as trustee, to form a statutory trust under the Delaware StatutoryTrust Act (12 Del. C. Section 3801 et seq.) (the "Act").

1. Name. The name of the statutory trust formed by thisCertificate of Trust is SLM STUDENT LOAN TRUST 2004-2.

2. Delaware Trustee. The name and business address of the trusteeof the Trust in the State of Delaware are the Chase Manhattan Bank USA, NationalAssociation, c/o JP Morgan Chase, 500 Stanton Christiana Road, OPS4/3rd Floor,Newark, Delaware 19713, Attn: Institutional Trust Services.

3. Effective Date. This Certificate of Trust shall be effectiveupon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificateof Trust in accordance with Section 3811(a)(1) of the Act.

CHASE MANHATTAN BANKUSA, NATIONAL ASSOCIATION,not in its individual capacity butsolely as Trustee

By:___________________________Name:Title:



EXHIBIT 4.2

INTERIM TRUST AGREEMENT

between

SLM FUNDING LLC,as the Depositor

and

CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION,

not in its individual capacity but solelyas the Interim Eligible Lender Trustee

Dated as of March 1, 2004

TABLE OF CONTENTS

<TABLE><CAPTION>

Page----

<S> <C>ARTICLE I Definitions and Usage.............................................................................. 1

ARTICLE II Appointment of Interim Eligible Lender Trustee.................................................... 1SECTION 2.1 Appointment of Interim Eligible Lender Trustee......................................... 1SECTION 2.2 Declaration of Trust................................................................... 2SECTION 2.3 Title to Interim Trust Loans........................................................... 2

ARTICLE III Representations and Warranties of the Depositor.................................................. 2

ARTICLE IV Authority and Duties of Interim Eligible Lender Trustee........................................... 3SECTION 4.1 General Authority...................................................................... 3SECTION 4.2 General Duties......................................................................... 3SECTION 4.3 No Duties Except as Specified in this Agreement........................................ 3SECTION 4.4 No Action Except Under Specified Documents............................................. 3SECTION 4.5 Restrictions........................................................................... 3

ARTICLE V Concerning the Interim Eligible Lender Trustee..................................................... 3SECTION 5.1 Acceptance of Trust and Duties......................................................... 3SECTION 5.2 Representations and Warranties......................................................... 4SECTION 5.3 Not Acting in Individual Capacity...................................................... 5SECTION 5.4 Interim Eligible Lender Trustee Not Liable for the Interim Trust Loans................. 5

ARTICLE VI Compensation of Interim Eligible Lender Trustee................................................... 5

ARTICLE VII Termination of Interim Trust Agreement........................................................... 5

ARTICLE VIII Successor Interim Eligible Lender Trustees...................................................... 6SECTION 8.1 Eligibility Requirements for Interim Eligible Lender Trustee........................... 6SECTION 8.2 Resignation or Removal of Interim Eligible Lender Trustee.............................. 6SECTION 8.3 Successor Interim Eligible Lender Trustee.............................................. 6SECTION 8.4 Merger or Consolidation of Interim Eligible Lender Trustee............................. 7

ARTICLE IX Miscellaneous..................................................................................... 7SECTION 9.1 Supplements and Amendments............................................................. 7SECTION 9.2 Notices................................................................................ 8SECTION 9.3 Severability........................................................................... 8SECTION 9.4 Separate Counterparts.................................................................. 8SECTION 9.5 Successors and Assigns................................................................. 9SECTION 9.6 Headings............................................................................... 9SECTION 9.7 Governing Law.......................................................................... 9

</TABLE>

i



INTERIM TRUST AGREEMENT

INTERIM TRUST AGREEMENT (the "Agreement"), dated as of March 1, 2004,between SLM FUNDING LLC, a Delaware limited liability company (the "Depositor"),and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national bankingassociation, not in its individual capacity but solely as Interim EligibleLender Trustee (the "Interim Eligible Lender Trustee").

WHEREAS, the Depositor is a limited liability company established forthe purpose of purchasing Loans from the Student Loan Marketing Associationamong others, including for purposes of this transaction, SLM Education LoanCorp., for immediate resale to special purpose trusts established for thepurpose of financing the purchase of such Loans;

WHEREAS, the Depositor has entered into a Purchase Agreement with theStudent Loan Marketing Association, a Purchase Agreement with SLM Education LoanCorp. and a Sale Agreement with SLM Student Loan Trust 2004-2 for the purpose ofeffecting such purchase and resale; and

WHEREAS, the Interim Eligible Lender Trustee is an "eligible lender"within the meaning of Section 435(d) of the Higher Education Act and is willingto hold legal title to such Loans (collectively, the "Interim Trust Loans") onbehalf and for the benefit of the Depositor.

NOW, THEREFORE, the Depositor and the Interim Eligible Lender Trusteehereby agree as follows:

ARTICLE I

DEFINITIONS AND USAGE

Except as otherwise specified herein or as the context mayotherwise require, capitalized terms used but not otherwise defined herein aredefined in Appendix A-1 hereto, which also contains rules as to usage that shallbe applicable herein.

ARTICLE II

APPOINTMENT OF INTERIM ELIGIBLE LENDER TRUSTEE

SECTION 2.1 APPOINTMENT OF INTERIM ELIGIBLE LENDER TRUSTEE. TheDepositor hereby appoints the Interim Eligible Lender Trustee, effective as ofthe date hereof, as trustee, to have all the rights, powers and duties set forthherein, including, without limitation:

a. To hold legal title to the Interim Trust Loans on behalf andfor the benefit of the Depositor;

b. To enter into and perform its obligations as the InterimEligible Lender Trustee under the Purchase Agreements, theSale Agreement and this Agreement; and

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c. To engage in those activities, including entering intoagreements, that are necessary, suitable or convenient toaccomplish the foregoing or are incidental thereto orconnected therewith.

SECTION 2.2 DECLARATION OF TRUST. The Interim Eligible Lender Trusteehereby declares that it will hold the Interim Trust Loans in trust upon andsubject to the conditions set forth herein for the use and benefit of theDepositor, subject to the obligations of the Interim Eligible Lender Trusteeunder the Purchase Agreements and the Sale Agreement. Effective as of the datehereof, the Interim Eligible Lender Trustee shall have all rights, powers andduties set forth herein with respect to accomplishing the purposes of thisAgreement.

SECTION 2.3 TITLE TO INTERIM TRUST LOANS. Legal title to all of theInterim Trust Loans shall be vested at all times in the Interim Eligible LenderTrustee on behalf of and for the benefit of the Depositor.



ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

The Depositor hereby represents and warrants to the InterimEligible Lender Trustee that:

1. It is duly organized and validly existing as a Delawarelimited liability company in good standing under the laws ofthe State of Delaware, with power and authority to own itsproperties and to conduct its business as such properties arecurrently owned and such business is presently conducted.

2. It has all necessary power and authority to execute anddeliver this Agreement and to carry out its terms; and theexecution, delivery and performance of this Agreement has beenduly authorized by the Depositor by all necessary action.

3. This Agreement constitutes a legal, valid and bindingobligation of the Depositor enforceable in accordance with itsterms, subject to applicable bankruptcy, insolvency,reorganization and similar laws relating to creditors' rightsgenerally and subject to general principles of equity.

4. The consummation of the transactions contemplated by thisAgreement and the fulfillment of the terms hereof do notconflict with, result in any breach of any of the terms andprovisions of, or constitute (with or without notice or lapseof time or both) a default under, the certificate of formationor limited liability company operating agreement of theDepositor, or any indenture, agreement or other instrument towhich the Depositor is a party or by which it is bound; norresult in the creation or imposition of any Lien upon any ofits properties pursuant to the terms of any such indenture,agreement or other instrument (other than as contemplated bythe Basic Documents); nor violate any law or any order, ruleor regulation applicable to the Depositor of any court or ofany Federal or state regulatory body, administrative agency orother governmental instrumentality

2

having jurisdiction over the Depositor or its properties.

ARTICLE IV

AUTHORITY AND DUTIES OF INTERIM ELIGIBLE LENDER TRUSTEE

SECTION 4.1 GENERAL AUTHORITY. The Interim Eligible Lender Trustee isauthorized and directed to execute and deliver the Purchase Agreements, the SaleAgreement and this Agreement and each certificate or other document attached asan exhibit to or contemplated by such agreements, in each case, in such form asthe Depositor shall approve as evidenced conclusively by the Interim EligibleLender Trustee's execution thereof. The Interim Eligible Lender Trustee is alsoauthorized and directed on behalf and for the benefit of the Depositor toacquire and hold legal title to the Interim Trust Loans and to take all actionsrequired of the Interim Eligible Lender Trustee pursuant to the PurchaseAgreements, the Sale Agreement and this Agreement.

SECTION 4.2 GENERAL DUTIES. It shall be the duty of the InterimEligible Lender Trustee to discharge (or cause to be discharged) all itsresponsibilities as the Interim Eligible Lender Trustee pursuant to the terms ofthe Purchase Agreements, the Sale Agreement and this Agreement.

SECTION 4.3 NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT. TheInterim Eligible Lender Trustee shall not have any duty or obligation to manage,make any payment with respect to, register, record, sell, service, dispose of orotherwise deal with the Interim Trust Loans, or to otherwise take or refrainfrom taking any action under, or in connection with, any document contemplatedhereby to which the Interim Eligible Lender Trustee is a party, except asexpressly provided by the terms of the Purchase Agreements, the Sale Agreementor this Agreement; and no implied duties or obligations shall be read into thisAgreement, the Purchase Agreements or the Sale Agreement against the Interim



Eligible Lender Trustee.

SECTION 4.4 NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS. The InterimEligible Lender Trustee shall not otherwise deal with the Interim Trust Loansexcept in accordance with the powers granted to and the authority conferred uponthe Interim Eligible Lender Trustee pursuant to this Agreement, the PurchaseAgreements and the Sale Agreement.

SECTION 4.5 RESTRICTIONS. The Interim Eligible Lender Trustee shallnot take any action that is inconsistent with the purposes of the Trust setforth in the Basic Documents.

ARTICLE V

CONCERNING THE INTERIM ELIGIBLE LENDER TRUSTEE

SECTION 5.1 ACCEPTANCE OF TRUST AND DUTIES. The Interim EligibleLender Trustee accepts the trust hereby created and agrees to perform its dutieshereunder with respect to such trust but only upon the terms of this Agreement.The Interim Eligible Lender Trustee

3

shall not be answerable or accountable hereunder or under the PurchaseAgreements or the Sale Agreement under any circumstances, except (i) for its ownwillful misconduct or negligence or (ii) in the case of the inaccuracy of anyrepresentation or warranty contained in Section 5.2 below expressly made by theInterim Eligible Lender Trustee. In particular, but not by way of limitation(and subject to the exceptions set forth in the preceding sentence):

1. The Interim Eligible Lender Trustee shall not be liable forany error of judgment made by a responsible officer of theInterim Eligible Lender Trustee.

2. No provision of this Agreement, the Purchase Agreements or theSale Agreement shall require the Interim Eligible LenderTrustee to expend or risk funds or otherwise incur anyfinancial liability in the performance of any of its rights orpowers hereunder or under the Purchase Agreements or the SaleAgreement, if the Interim Eligible Lender Trustee shall havereasonable grounds for believing that repayment of such fundsor adequate indemnity against such risk or liability is notreasonably assured or provided to it.

3. The Interim Eligible Lender Trustee shall not be responsiblefor or in respect of the validity or sufficiency of thisAgreement or for the due execution hereof by the Depositor orfor the form, character, genuineness, sufficiency, value orvalidity of any of the Interim Trust Loans or for or inrespect of the validity or sufficiency of the PurchaseAgreements or the Sale Agreement.

SECTION 5.2 REPRESENTATIONS AND WARRANTIES. The Interim EligibleLender Trustee hereby represents and warrants to the Depositor that:

1. It is duly organized and validly existing in good standingunder the laws of its governing jurisdiction and has an officelocated within the State of Delaware, at which it will act astrustee for the Trust. It has all requisite power andauthority to execute, deliver and perform its obligationsunder the Purchase Agreements, the Sale Agreement and thisAgreement.

2. It has taken all action necessary to authorize the executionand delivery by it of the Purchase Agreements, the SaleAgreement and this Agreement, and the Purchase Agreements, theSale Agreement and this Agreement have been executed anddelivered by one of its officers who is duly authorized toexecute and deliver the same on its behalf.

3. Neither the execution nor the delivery by it of the PurchaseAgreements, the Sale Agreement or this Agreement, nor theconsummation by it of the transactions contemplated thereby or



hereby nor compliance by it with any of the terms orprovisions thereof or hereof will contravene any Federal orDelaware state law, governmental rule or regulation governingthe banking or trust powers of the Interim Eligible LenderTrustee or any judgment or order binding on it, or constituteany default under its charter documents or by-laws or anyindenture, mortgage, contract, agreement or instrument towhich it is a party or by which any

4

of its properties may be bound.

4. It is and will maintain its status as an "eligible lender" (assuch term is defined in Section 435(d) of the Higher EducationAct) for purposes of holding legal title to the Interim TrustLoans as contemplated by this Agreement, the PurchaseAgreements and the Sale Agreement.

SECTION 5.3 NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided inthis Article V, in accepting the trust hereby created, Chase Manhattan Bank USA,National Association acts solely as Interim Eligible Lender Trustee hereunderand not in its individual capacity.

SECTION 5.4 INTERIM ELIGIBLE LENDER TRUSTEE NOT LIABLE FOR THE INTERIMTRUST LOANS. The Interim Eligible Lender Trustee makes no representations as tothe validity or sufficiency of this Agreement, the Purchase Agreements or theSale Agreement, or of any Interim Trust Loan or related documents. The InterimEligible Lender Trustee shall at no time have any responsibility for or withrespect to the sufficiency of the Interim Trust Loans; the validity orcompleteness of the assignment to the Interim Eligible Lender Trustee of legaltitle to any Interim Trust Loan on behalf and for the benefit of the Depositor;the performance or enforcement (except as expressly set forth in the PurchaseAgreements or the Sale Agreement) of any Interim Trust Loan; the compliance bythe Depositor or the Servicer with any warranty or representation made under anyBasic Document or in any related document or the accuracy of any such warrantyor representation or any action or inaction of the Administrator, the IndentureTrustee or the Servicer or any subservicer taken in the name of the InterimEligible Lender Trustee.

ARTICLE VI

COMPENSATION OF INTERIM ELIGIBLE LENDER TRUSTEE

The Interim Eligible Lender Trustee shall receive as compensation forits services hereunder such fees as have been separately agreed upon before thedate hereof between the Depositor and the Interim Eligible Lender Trustee, andthe Interim Eligible Lender Trustee shall be entitled to be reimbursed by theDepositor, to the extent provided in such separate agreement, for its otherreasonable expenses hereunder.

ARTICLE VII

TERMINATION OF INTERIM TRUST AGREEMENT

This Agreement (other than Article VI) and the trust created herebyshall terminate and be of no further force or effect upon the earlier of (i) thetermination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii)the expiration of 21 years from the death of the last survivor of thedescendants of Joseph P. Kennedy, the late Ambassador of the United States tothe Court of St. James, living on the date hereof.

ARTICLE VIII

5

SUCCESSOR INTERIM ELIGIBLE LENDER TRUSTEES

SECTION 8.1 ELIGIBILITY REQUIREMENTS FOR INTERIM ELIGIBLE LENDERTRUSTEE. The Interim Eligible Lender Trustee shall at all times be a corporationor banking association (i) qualifying as an "eligible lender" as such term isdefined in Section 435(d) of the Higher Education Act for purposes of holding



legal title to the Interim Trust Loans on behalf and for the benefit of theDepositor, with a valid lender identification number with respect to the InterimTrust Loans from the Department; and (ii) being authorized to exercise corporatetrust powers and hold legal title to the Interim Trust Loans. In case at anytime the Interim Eligible Lender Trustee shall cease to be eligible inaccordance with the provisions of this Section, the Interim Eligible LenderTrustee shall resign immediately in the manner and with the effect specified inSection 8.2.

SECTION 8.2 RESIGNATION OR REMOVAL OF INTERIM ELIGIBLE LENDER TRUSTEE.The Interim Eligible Lender Trustee may at any time resign and be dischargedfrom the trust hereby created by giving written notice thereof to the Depositor.Upon receiving such notice of resignation, the Depositor shall promptly appointa successor Interim Eligible Lender Trustee meeting the eligibility requirementsof Section 8.1 by written instrument, in duplicate, one copy of which instrumentshall be delivered to the resigning Interim Eligible Lender Trustee and one copyto the successor Interim Eligible Lender Trustee. If no successor InterimEligible Lender Trustee shall have been so appointed and have acceptedappointment within 30 days after the giving of such notice of resignation, theresigning Interim Eligible Lender Trustee may petition any court of competentjurisdiction for the appointment of a successor Interim Eligible Lender Trustee;provided, however, that such right to appoint or to petition for the appointmentof any such successor shall in no event relieve the resigning Interim EligibleLender Trustee from any obligations otherwise imposed on it under thisAgreement, the Purchase Agreements or the Sale Agreement until such successorhas in fact assumed such appointment.

If at any time the Interim Eligible Lender Trustee shall cease to be orshall be likely to cease to be eligible in accordance with the provisions ofSection 8.1 and shall fail to resign after written request therefor by theDepositor, then the Depositor may remove the Interim Eligible Lender Trustee. Ifthe Depositor shall remove the Interim Eligible Lender Trustee under theauthority of the immediately preceding sentence, the Depositor shall promptlyappoint a successor Interim Eligible Lender Trustee by written instrument, induplicate, one copy of which instrument shall be delivered to the outgoingInterim Eligible Lender Trustee so removed and one copy to the successor InterimEligible Lender Trustee together with payment of all fees owed to the outgoingInterim Eligible Lender Trustee.

Any resignation or removal of the Interim Eligible Lender Trustee andappointment of a successor Interim Eligible Lender Trustee pursuant to any ofthe provisions of this Section shall not become effective until acceptance ofappointment by the successor Interim Eligible Lender Trustee pursuant to Section8.3 and payment of all fees and expenses owed to the outgoing Interim EligibleLender Trustee.

SECTION 8.3 SUCCESSOR INTERIM ELIGIBLE LENDER TRUSTEE. Any successorInterim

6

Eligible Lender Trustee appointed pursuant to Section 8.2 shall execute,acknowledge and deliver to the Depositor and to its predecessor Interim EligibleLender Trustee an instrument accepting such appointment under this Agreement,and thereupon the resignation or removal of the predecessor Interim EligibleLender Trustee shall become effective and such successor Interim Eligible LenderTrustee, without any further act, deed or conveyance, shall become fully vestedwith all the rights, powers, duties and obligations of its predecessor underthis Agreement, with like effect as if originally named as Interim EligibleLender Trustee. The predecessor Interim Eligible Lender Trustee shall uponpayment of its fees and expenses deliver to the successor Interim EligibleLender Trustee all documents, statements, moneys and properties held by it underthis Agreement and shall assign, if permissible, to the successor InterimEligible Lender Trustee any lender identification number obtained from theDepartment with respect to the Interim Trust Loans; and the Depositor and thepredecessor Interim Eligible Lender Trustee shall execute and deliver suchinstruments and do such other things as may reasonably be required for fully andcertainly vesting and confirming in the successor Interim Eligible LenderTrustee all such rights, powers, duties and obligations.

No successor Interim Eligible Lender Trustee shall accept suchappointment as provided in this Section unless at the time of such acceptancesuch successor Interim Eligible Lender Trustee shall be eligible pursuant to



Section 8.1.

SECTION 8.4 MERGER OR CONSOLIDATION OF INTERIM ELIGIBLE LENDERTRUSTEE. Any corporation into which the Interim Eligible Lender Trustee may bemerged or converted or with which it may be consolidated, or any corporation orbanking association resulting from any merger, conversion or consolidation towhich the Interim Eligible Lender Trustee shall be a party, or any corporationsucceeding to all or substantially all the corporate trust business of theInterim Eligible Lender Trustee, shall, without the execution or filing of anyinstrument or any further act on the part of any of the parties hereto, anythingherein to the contrary notwithstanding, be the successor of the Interim EligibleLender Trustee hereunder; provided that such corporation or banking associationshall be eligible pursuant to Section 8.1.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1 SUPPLEMENTS AND AMENDMENTS. This Agreement may be amendedby the Depositor and the Interim Eligible Lender Trustee, with prior writtennotice to the Rating Agencies, without the consent of any of the Noteholders orany Swap Counterparty, to cure any ambiguity, to correct or supplement anyprovisions in this Agreement or for the purpose of adding any provisions to orchanging in any manner or eliminating any of the provisions in this Agreement;provided, however, that such action shall not, as evidenced by an Opinion ofCounsel, adversely affect in any material respect the interests of anyNoteholder or any Swap Counterparty.

This Agreement may also be amended from time to time by the Depositorand the Interim Eligible Lender Trustee, with prior written notice to any SwapCounterparty and the Rating Agencies and with the consent of the Noteholdersevidencing not less than a majority of the

7

Outstanding Amount of the Notes, for the purpose of adding any provisions to orchanging in any manner or eliminating any of the provisions of this Agreement;provided, however, that no such amendment shall reduce the aforesaid percentageof the Outstanding Amount of the Notes required to consent to any suchamendment, without the consent of all the outstanding Noteholders.

This Agreement may also be amended from time to time by the Depositorand the Interim Eligible Lender Trustee, with prior written notice to the RatingAgencies, and, if any such amendment would adversely affect, in a materialrespect, the interests of any Swap Counterparty, with the consent of that SwapCounterparty.

Promptly after the execution of any such amendment or consent, theInterim Eligible Lender Trustee shall furnish written notification of thesubstance of such amendment or consent to the Indenture Trustee and each of theRating Agencies.

It shall not be necessary for the consent of the Noteholders or anySwap Counterparty pursuant to this Section to approve the particular form of anyproposed amendment or consent, but it shall be sufficient if such consent shallapprove the substance thereof. The manner of obtaining such consents and ofevidencing the authorization of the execution thereof shall be subject to suchreasonable requirements as the Interim Eligible Lender Trustee may prescribe.

Prior to the execution of any amendment to this Agreement, the InterimEligible Lender Trustee shall be entitled to receive and rely upon an Opinion ofCounsel stating that the execution of such amendment is authorized or permittedby this Agreement. The Interim Eligible Lender Trustee may, but shall not beobligated to, enter into any such amendment which affects the Interim EligibleLender Trustee's own rights, duties or immunities under this Agreement orotherwise.

SECTION 9.2 NOTICES. Unless otherwise expressly specified or permittedby the terms hereof, all notices shall be in writing and shall be deemed givenupon receipt by the intended recipient or three Business Days after mailing ifmailed by certified mail, postage prepaid (except that notice to the InterimEligible Lender Trustee shall be deemed given only upon actual receipt by theInterim Eligible Lender Trustee), if to the Interim Eligible Lender Trustee,



addressed to its Corporate Trust Office; if to the Depositor, addressed to SLMFunding LLC, 11600 Sallie Mae Drive, Reston, Virginia 20193, Attention: LegalDepartment, or, as to each party, at such other address as shall be designatedby such party in a written notice to each other party.

SECTION 9.3 SEVERABILITY. Any provision of this Agreement that isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

SECTION 9.4 SEPARATE COUNTERPARTS. This Agreement may be executed bythe parties hereto in separate counterparts, each of which when so executed anddelivered shall be an

8

original, but all such counterparts shall together constitute but one and thesame instrument.

SECTION 9.5 SUCCESSORS AND ASSIGNS. All covenants and agreementscontained herein shall be binding upon and to the benefit of, the Depositor andits successors and the Interim Eligible Lender Trustee and its successors, allas herein provided.

SECTION 9.6 HEADINGS. The headings of the various Articles andSections herein are for convenience of reference only and shall not define orlimit any of the terms or provisions hereof.

SECTION 9.7 GOVERNING LAW. This Agreement shall be governed by andconstrued in accordance with the laws of the State of Delaware, withoutreference to its conflict of law provisions, and the obligations, rights andremedies of the parties hereunder shall be determined in accordance with suchlaws.

9

IN WITNESS WHEREOF, the parties hereto have caused this Interim TrustAgreement to be duly executed by their respective officers hereunto dulyauthorized, as of the day and year first above written.

CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION,not in its individual capacity but solelyas the Interim Eligible Lender Trustee

By: ./s/ JOHN J. CASHINName: John J. CashinTitle: Vice President

SLM FUNDING LLC,as the Depositor


10



EXHIBIT 4.3

INDENTURE

among

SLM STUDENT LOAN TRUST 2004-2as the Issuer,

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,not in its individual capacity but

solely as the Eligible Lender Trustee

and

THE BANK OF NEW YORK,not in its individual capacity but

solely as the Indenture Trustee


TABLE OF CONTENTS

<TABLE><CAPTION>

Page----

<S> <C>ARTICLE I

Definitions and Usage

SECTION 1.1 Definitions and Usage................................................... 2SECTION 1.2 Incorporation by Reference of Trust Indenture Act....................... 2

ARTICLE IIThe Notes

SECTION 2.1 Form.................................................................... 3SECTION 2.2 Execution, Authentication and Delivery.................................. 4SECTION 2.3 Temporary Notes......................................................... 5SECTION 2.4 Registration; Registration of Transfer and Exchange..................... 6SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.............................. 7SECTION 2.6 Persons Deemed Owner.................................................... 8SECTION 2.7 Payment of Principal and Interest; Note Interest Shortfall.............. 8SECTION 2.8 Cancellation............................................................ 9SECTION 2.9 Release of Collateral................................................... 9SECTION 2.10 Book-Entry Notes........................................................ 10SECTION 2.11 Notices to Clearing Agency.............................................. 11SECTION 2.12 Definitive Notes........................................................ 11SECTION 2.13 Transfer Restrictions................................................... 11

ARTICLE IIICovenants

SECTION 3.1 Payments to Noteholders and each Swap Counterparty...................... 12SECTION 3.2 Maintenance of Office or Agency......................................... 12SECTION 3.3 Money for Payments to be Held in Trust.................................. 13SECTION 3.4 Existence............................................................... 14SECTION 3.5 Protection of Indenture Trust Estate.................................... 14SECTION 3.6 Opinions as to Indenture Trust Estate................................... 15SECTION 3.7 Performance of Obligations; Servicing of Trust Student Loans............ 15SECTION 3.8 Negative Covenants...................................................... 18SECTION 3.9 Annual Statement as to Compliance....................................... 18SECTION 3.10 Issuer May Consolidate, etc., Only on Certain Terms..................... 19



SECTION 3.11 Successor or Transferee................................................. 20SECTION 3.12 No Other Business....................................................... 20SECTION 3.13 No Borrowing............................................................ 21SECTION 3.14 Obligations of Servicer and Administrator............................... 21SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities....................... 21SECTION 3.16 Capital Expenditures.................................................... 21</TABLE>

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<TABLE><S> <C>SECTION 3.17 Restricted Payments......................................................... 21SECTION 3.18 Notice of Events of Default................................................. 21SECTION 3.19 Further Instruments and Acts................................................ 22

ARTICLE IVSatisfaction and Discharge

SECTION 4.1 Satisfaction and Discharge of Indenture..................................... 22SECTION 4.2 Application of Trust Money.................................................. 23SECTION 4.3 Repayment of Moneys Held by Paying Agent.................................... 23SECTION 4.4 Auction of Trust Student Loans.............................................. 23

ARTICLE VRemedies

SECTION 5.1 Events of Default........................................................... 24SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.......................... 25SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee... 26SECTION 5.4 Remedies; Priorities........................................................ 28SECTION 5.5 Optional Preservation of the Trust Student Loans............................ 31SECTION 5.6 Limitation of Suits......................................................... 31SECTION 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest....... 32SECTION 5.8 Restoration of Rights and Remedies.......................................... 32SECTION 5.9 Rights and Remedies Cumulative.............................................. 32SECTION 5.10 Delay or Omission Not a Waiver.............................................. 32SECTION 5.11 Control by Noteholders...................................................... 33SECTION 5.12 Waiver of Past Defaults..................................................... 33SECTION 5.13 Undertaking for Costs....................................................... 33SECTION 5.14 Waiver of Stay or Extension Laws............................................ 34SECTION 5.15 Action on Notes............................................................. 34SECTION 5.16 Performance and Enforcement of Certain Obligations.......................... 34

ARTICLE VIThe Indenture Trustee

SECTION 6.1 Duties of Indenture Trustee................................................. 35SECTION 6.2 Rights of Indenture Trustee................................................. 36SECTION 6.3 Individual Rights of Indenture Trustee...................................... 37SECTION 6.4 Indenture Trustee's Disclaimer.............................................. 37SECTION 6.5 Notice of Defaults.......................................................... 37SECTION 6.6 Reports by Indenture Trustee to Noteholders................................. 37SECTION 6.7 Compensation and Indemnity.................................................. 37SECTION 6.8 Replacement of Indenture Trustee............................................ 38SECTION 6.9 Successor Indenture Trustee by Merger....................................... 39SECTION 6.10 Appointment of Co-Trustee or Separate Trustee............................... 39</TABLE>

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<TABLE><S> <C>SECTION 6.11 Eligibility; Disqualification........................................... 41SECTION 6.12 Preferential Collection of Claims Against the Issuer.................... 41



ARTICLE VIINoteholders' Lists and Reports

SECTION 7.1 Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.. 41SECTION 7.2 Preservation of Information; Communications to Noteholders.............. 41SECTION 7.3 Reports by Issuer....................................................... 42

ARTICLE VIIIAccounts, Disbursements and Releases

SECTION 8.1 Collection of Money..................................................... 42SECTION 8.2 Trust Accounts.......................................................... 43SECTION 8.3 General Provisions Regarding Accounts................................... 43SECTION 8.4 Release of Indenture Trust Estate....................................... 44SECTION 8.5 Opinion of Counsel...................................................... 44

ARTICLE IXSupplemental Indentures

SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.................. 45SECTION 9.2 Supplemental Indentures with Consent of Noteholders..................... 46SECTION 9.3 Execution of Supplemental Indentures.................................... 47SECTION 9.4 Effect of Supplemental Indenture........................................ 47SECTION 9.5 Conformity with Trust Indenture Act..................................... 47SECTION 9.6 Reference in Notes to Supplemental Indentures........................... 48

ARTICLE XRedemption of Notes

SECTION 10.1 Redemption.............................................................. 48SECTION 10.2 Form of Redemption Notice............................................... 48SECTION 10.3 Notes Payable on Redemption Date........................................ 49

ARTICLE XIMiscellaneous

SECTION 11.1 Compliance Certificates and Opinions, etc............................... 49SECTION 11.2 Form of Documents Delivered to Indenture Trustee........................ 51SECTION 11.3 Acts of Noteholders..................................................... 51SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies......... 52SECTION 11.5 Notices to Noteholders; Waiver.......................................... 53SECTION 11.6 Alternate Payment and Notice Provisions................................. 53SECTION 11.7 Conflict with Trust Indenture Act....................................... 53SECTION 11.8 Effect of Headings and Table of Contents................................ 53</TABLE>

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<TABLE><S> <C>SECTION 11.9 Successors and Assigns.................................................. 54SECTION 11.10 Separability............................................................ 54SECTION 11.11 Benefits of Indenture................................................... 54SECTION 11.12 Legal Holidays.......................................................... 54SECTION 11.13 Governing Law........................................................... 54SECTION 11.14 Counterparts............................................................ 54SECTION 11.15 Recording of Indenture.................................................. 54SECTION 11.16 Trust Obligations....................................................... 55SECTION 11.17 No Petition............................................................. 55SECTION 11.18 Inspection.............................................................. 55SECTION 11.19 Subordination........................................................... 55</TABLE>

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APPENDICES, SCHEDULES AND EXHIBITS

<TABLE><S> <C>APPENDIX A-1 Definitions and UsageAPPENDIX A-2 Reset Rate Note ProceduresAPPENDIX A-3 Transfer Restrictions for the Reset Rate Notes

SCHEDULE A Schedule of Trust Student LoansSCHEDULE B Location of Trust Student Loan Files

EXHIBIT A Forms of NotesEXHIBIT B Form of Note Depository Agreement for U.S. Dollar Denominated NotesEXHIBIT C Form of Note Depository Agreement for Notes Denominated in a

Currency Other than U.S. Dollars</TABLE>

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INDENTURE, dated as of March 1, 2004, among SLM STUDENT LOANTRUST 2004-2, a Delaware statutory trust (the "Issuer"), CHASE MANHATTAN BANKUSA, NATIONAL ASSOCIATION, a national banking association, not in its individualcapacity but solely as eligible lender trustee on behalf of the Issuer (the"Eligible Lender Trustee"), and THE BANK OF NEW YORK, a New York bankingcorporation, not in its individual capacity but solely as indenture trustee (the"Indenture Trustee").

Each party agrees as follows for the benefit of the otherparty and for the equal and ratable benefit of the holders of the Issuer'sStudent Loan-Backed Notes (the "Notes") and, after the Notes have been paid infull, for the benefit of any Currency Swap Counterparty:

GRANTING CLAUSE

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

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

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

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

(d) the SLMA Purchase Agreement and the SLM ELC PurchaseAgreement, to the extent that the rights of the Depositor thereunder have beenassigned to the Issuer pursuant to the Sale Agreement, including the right ofthe Depositor to cause SLMA or SLM ELC, as the case may be, to repurchase TrustStudent Loans from the Depositor under the circumstances described in theapplicable Purchase Agreement;

(e) the Administration Agreement, the Interest Rate Cap Agreement,the Remarketing Agreement, the Class A-5 Swap Agreement, the Initial Class A-6Currency Swap Agreement and any other Swap Agreement to be entered into fromtime to time and any agreement representing Eligible Repurchase Obligationsbetween the Trust and an Eligible Repo Counterparty to be entered into from time



to time;

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

(g) the Trust Accounts and all funds on deposit from time to timein the Trust Accounts, including the Reserve Account Initial Deposit, theCollection Account Initial Deposit

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and the Capitalized Interest Account Initial Deposit, if any, and allinvestments and proceeds thereof (including all income thereon); and

(h) all present and future claims, demands, causes and choses inaction in respect of any or all of the foregoing and all payments on or underand all proceeds of every kind and nature whatsoever in respect of any or all ofthe foregoing, including all proceeds of the conversion, voluntary orinvoluntary, into cash or other liquid property, all cash proceeds, accounts,accounts receivable, notes, drafts, acceptances, chattel paper, checks, generalintangibles, deposit accounts, insurance proceeds, condemnation awards, rightsto payment of any and every kind and other forms of obligations and receivables,instruments and other property which at any time constitute all or part of orare included in the proceeds of any of the foregoing (collectively, the"Collateral").

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

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

ARTICLE I

Definitions and Usage

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

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

"Commission" means the Securities and Exchange Commission.

"indenture securities" means the Notes.

"indenture security holder" means a Noteholder.

"indenture to be qualified" means this Indenture.

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"indenture trustee" or "institutional trustee" means the



Indenture Trustee.

"obligor" on the indenture securities means the Issuer and anyother obligor on the indenture securities.

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

ARTICLE II

The Notes

SECTION 2.1 Form. The Notes, together with the IndentureTrustee's certificate of authentication, shall be in substantially the forms setforth in Exhibit A, with such appropriate insertions, omissions, substitutionsand other variations as are required or permitted by this Indenture and may havesuch letters, numbers or other marks of identification and such legends orendorsements placed thereon as may, consistently herewith, be determined by theofficers executing the Notes, as evidenced by their execution of the Notes. Anyportion of the text of any Note may be set forth on the reverse thereof, with anappropriate reference thereto on the face of the Note.

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

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

Each class of Floating Rate Notes, other than the Class A-5Notes, will be represented by interests in a book-entry note certificatedeposited on the Closing Date with The Bank of New York, as custodian for DTC(the "DTC Custodian"), and registered in the name of Cede & Co. as initialnominee for DTC.

The Class A-5 Notes will be represented by interests in abook-entry certificate deposited with The Bank of New York, acting through itsLondon branch, as common depositary for Euroclear and Clearstream (the"Regulation S Custodian" and together with the DTC Custodian, the "Custodian"),and registered in the name of The Bank of New York Depository (Nominees)Limited, as initial joint nominee for Euroclear and Clearstream (the "JointNominee").

The Reset Rate Notes denominated in a currency other than U.S.Dollars may be offered and sold only to QIBs in reliance on Rule 144A or to anon-U.S. Person (as defined in Regulation S) outside the United States ofAmerica in reliance on Regulation S, as applicable and will be represented byinterests in either a Rule 144A global registered note certificate (the"Non-U.S. Rule 144A Global Note Certificate") or a Regulation S globalregistered note certificate (the "Regulation S Global Note Certificate," andcollectively with the Non-U.S. Rule 144A Global Note Certificate, the "Non-U.S.Global Note Certificates"). On the Closing Date,

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the entire Outstanding Amount of the Reset Rate Notes will be allocated betweenthe corresponding Non-U.S. Rule 144A Global Note Certificate and Regulation SGlobal Note Certificate, as applicable. Each Non-U.S. Global Note Certificatewill be registered in the name of the Joint Nominee, and will be deposited onthe Closing Date with the Regulation S Custodian. There will be only oneNon-U.S. Rule 144A Global Note Certificate and one Regulation S Global NoteCertificate for the Reset Rate Notes. On the Closing Date, a corresponding U.S.Rule 144A Global Note Certificate will be deposited with the DTC Custodian andwill have an outstanding principal balance of zero for so long as the Reset RateNotes are denominated in a currency other than U.S. Dollars.



The Reset Rate Notes denominated in U.S. Dollars may beoffered and sold only to QIBs in reliance on Rule 144A or to a non-U.S. Person(as defined in Regulation S) outside the United States in reliance on RegulationS, as applicable, and the entire outstanding principal balance of such ResetRate Notes will be allocated between a global registered note certificate (the"U.S. Rule 144A Global Note Certificate", and, together with the Non-U.S. GlobalNote Certificates, the "Global Note Certificates"), deposited with the DTCCustodian and registered in the name of Cede & Co. as initial nominee for DTC,the Non-U.S. Rule 144A Global Note Certificate and the Regulation S Global NoteCertificate. Transfers of interest among the U.S. Rule 144A Global NoteCertificate, the Non-U.S. Rule 144A Global Note Certificate and the Regulation SGlobal Note Certificate on any date (other than a Reset Date) when the ResetRate Notes are then denominated in U.S. Dollars will be governed by the usualand customary rules and regulations applicable to DTC, Euroclear andClearstream, as applicable.

At all times during any Reset Period when the Reset Notes areto be denominated in a currency other than U.S. Dollars, the aggregateOutstanding Amount of the Reset Rate Notes will be allocated between thecorresponding Non-U.S. Rule 144A Global Note Certificate and Regulation S GlobalNote Certificate, either of which may, from time to time during the relatedReset Period, represent between zero and 100% of the Outstanding Amount of theReset Rate Notes and the corresponding U.S. Rule 144A Global Note Certificatewill have and outstanding principal balance of zero. At all times during anyReset Period when the Reset Rate Notes are to be denominated in U.S. Dollars,the aggregate Outstanding Amount of the Reset Rate Notes will be allocated amongthe three Global Note Certificates, any of which may, from time to time duringthe related Reset Period, represent between zero and 100% of the OutstandingAmount of the Reset Rate Notes.

SECTION 2.2 Execution, Authentication and Delivery. The Notesshall be executed on behalf of the Issuer by any of its Authorized Officers. Thesignature of any such Authorized Officer on the Notes may be manual orfacsimile.

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

The Indenture Trustee shall upon Issuer Order authenticate anddeliver Notes for original issue in an aggregate principal amount of$3,074,819,000, using the Initial Euro

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Exchange Rate with respect to the principal amount of (euro)1,000,000,000 of theClass A-5 Notes and Reset Rate Notes, aggregate, included in such amount. Theaggregate principal amount of Notes Outstanding at any time may not exceed suchamount except as provided in Section 2.5. On each Spread Determination Date,upon receipt of an Issuer Order, the Indenture Trustee shall deliver a revisedSchedule A for the Reset Rate Notes to the Custodians.

Each Note shall be dated the date of its authentication. TheFloating Rate Class A Notes, other than the Class A-5 Notes, shall be issuableas registered notes in minimum denominations of $10,000 and additionalincrements of $1,000. The Class A-5 Notes shall be issuable as registered notesin minimum denominations of (euro)50,000 and additional increments of(euro)1,000. The Class B Notes shall be issuable as registered notes in minimumdenominations of $100,000 and additional increments of $1,000.

During any Reset Period when the Reset Rate Notes aredenominated in U.S. Dollars, they shall be issued in minimum denominations of$250,000, and additional increments of $1. During any Reset Period when theReset Rate Notes are denominated in a currency other than U.S. Dollars, theyshall be issued in minimum denominations of the applicable currency equivalent(approximately) of $250,000 and additional increments of the applicable currency



equivalent of $1 (which shall be determined by reference to the exchange rate tobe set forth in the related Currency Swap Agreement); provided, that during anyReset Period when the Reset Rate Notes are denominated in Pounds Sterling, theReset Rate Notes shall be issued in minimum denominations of (pound)100,000 andadditional increments of (pound)1; and provided, further, that during any ResetPeriod when the Reset Rate Notes are denominated in Euros, the Reset Rate Notesshall be issued in minimum denominations of (euro)100,000 and additionalincrements of (euro)1.

No Note shall be entitled to any benefit under this Indentureor be valid or obligatory for any purpose, unless there appears on such Note acertificate of authentication substantially in the form provided for hereinexecuted by the Indenture Trustee by the manual signature of one of itsauthorized signatories, and such certificate upon any Note shall be conclusiveevidence, and the only evidence, that such Note has been duly authenticated anddelivered hereunder.

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

If temporary Notes are issued, the Issuer will causeDefinitive Notes to be prepared without unreasonable delay. After thepreparation of Definitive Notes, the temporary Notes shall be exchangeable forDefinitive Notes upon surrender of the temporary Notes at the office or agencyof the Issuer to be maintained as provided in Section 3.2, without charge to theNoteholder. Upon surrender for cancellation of any one or more temporary Notes,the Issuer shall execute and the Indenture Trustee shall authenticate anddeliver in exchange therefor a like

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principal amount of Definitive Notes of authorized denominations. Until soexchanged, the temporary Notes shall in all respects be entitled to the samebenefits under this Indenture as Definitive Notes.

SECTION 2.4 Registration; Registration of Transfer andExchange. The Issuer shall cause to be kept a register (the "Note Register") inwhich, subject to such reasonable regulations as it may prescribe, the Issuershall provide for the registration of Notes and the registration of transfers ofNotes. The Indenture Trustee shall be "Note Registrar" for the purpose ofregistering Notes and transfers of Notes as herein provided. Upon anyresignation of any Note Registrar, the Issuer shall promptly appoint a successoror, if it elects not to make such an appointment, assume the duties of NoteRegistrar.

If a Person other than the Indenture Trustee is appointed bythe Issuer as Note Registrar, the Issuer shall give the Indenture Trustee promptwritten notice of the appointment of such Note Registrar and of the location,and any change in the location, of the Note Register, and the Indenture Trusteeshall have the right to inspect the Note Register at all reasonable times and toobtain copies thereof, and the Indenture Trustee shall have the right to relyupon a certificate executed on behalf of the Note Registrar by an ExecutiveOfficer thereof as to the names and addresses of the Noteholders and theprincipal amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at theoffice or agency of the Issuer to be maintained as provided in Section 3.2 or,with respect to the Reset Rate Notes, to the Note Registrar or any transferagent, as applicable, if the requirements of Section 8-401(1) of the UCC aremet, the Issuer shall execute, and the Indenture Trustee shall authenticate andthe Noteholder shall obtain from the Indenture Trustee, in the name of thedesignated transferee or transferees, one or more new Notes in any authorized



denominations and a like aggregate principal amount.

On each Reset Date on which either the All Hold Rate is notapplicable or fewer than 100% of the Reset Rate Noteholders permissibly elect tohold their Reset Rate Notes, the Indenture Trustee shall allocate the aggregateOutstanding Amount of the Reset Rate Notes, if such Reset Rate Notes are to bedenominated in U.S. Dollars during the immediately following Reset Period, tothe Global Note Certificates, any of which may, from time to time during therelated Reset Period, represent between zero and 100% of the Outstanding Amountof the Reset Rate Notes. On any Reset Date when the Reset Rate Notes are to bedenominated in a currency other than U.S. Dollars during the immediatelyfollowing Reset Period, the Outstanding Amount of the Reset Rate Notes shall beallocated entirely to the Non-U.S. Global Note Certificates, as applicable, andthe corresponding U.S. Rule 144A Global Certificate will have an outstandingprincipal balance of zero. Any transfer of Reset Rate Notes when they aredenominated in a non-U.S. Currency (other than on a Reset Date) between therelated U.S. Rule 144A Global Note Certificate and the related Non-U.S. GlobalNote Certificates is not permitted and any attempt or inadvertent transfer shallbe null and void and of no effect.

At the option of the Noteholder, Notes may be exchanged forother Notes in any authorized denominations and a like aggregate principalamount, upon surrender of the Notes to be exchanged at such office or agency.Whenever any Notes are so surrendered for exchange, the Issuer shall execute,and the Indenture Trustee shall authenticate and the Noteholder shall

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obtain from the Indenture Trustee, the Notes which the Noteholder making theexchange is entitled to receive.

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

Every Note presented or surrendered for registration oftransfer or exchange shall be duly endorsed by, or be accompanied by a writteninstrument of transfer in form satisfactory to the Indenture Trustee dulyexecuted by the Noteholder thereof or such Noteholder's attorney duly authorizedin writing, with such signature guaranteed by an "eligible guarantorinstitution" meeting the requirements of the Note Registrar, which requirementsinclude membership or participation in Securities Transfer Agent's MedallionProgram ("STAMP") or such other "signature guarantee program" as may bedetermined by the Note Registrar in addition to, or in substitution for, STAMP,all in accordance with the Exchange Act.

No service charge shall be made to a Noteholder for anyregistration of transfer or exchange of Notes, but the Indenture Trustee mayrequire payment of a sum sufficient to cover any tax or other governmentalcharge that may be imposed in connection with any registration of transfer orexchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 notinvolving any transfer.

The preceding provisions of this Section notwithstanding, theIssuer shall not be required to make and the Note Registrar need not registertransfers or exchanges of Notes selected for redemption or of any Note for aperiod of 15 days preceding the due date for any payment with respect to theNote.

Any transfer or assignment of any Note or any interest in anyNote that is not effected pursuant to the provisions of this Indenture(including, without limitation, this Section 2.4, Section 2.13 and Appendix A-3to this Indenture), such as a transfer or assignment not reflected on the NoteRegister, shall be null and void and shall not be taken into account by, or bebinding upon, the Indenture Trustee or any other party.

SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If



(i) any mutilated Note is surrendered to the Indenture Trustee, or the IndentureTrustee receives evidence to its satisfaction of the destruction, loss or theftof any Note, and (ii) there is delivered to the Issuer and the Indenture Trusteesuch security or indemnity as may be required by each of them to hold the Issuerand the Indenture Trustee harmless, then, in the absence of notice to theIssuer, the Note Registrar or the Indenture Trustee that such Note has beenacquired by a bona fide purchaser, and provided that the requirements of Section8-405 of the UCC are met, the Issuer shall execute and upon its request theIndenture Trustee shall authenticate and deliver, in exchange for or in lieu ofany such mutilated, destroyed, lost or stolen Note, a replacement Note;provided, however, that if any such destroyed, lost or stolen Note, but not amutilated Note, shall have become or within 15 days shall be due and payable, orshall have been called for redemption, instead of issuing a replacement Note,the Issuer may pay such destroyed, lost or stolen Note when so due or payable orupon the Redemption Date without surrender thereof. If, after the delivery ofsuch replacement Note or payment of a destroyed, lost or stolen Note

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pursuant to the proviso to the preceding sentence, a bona fide purchaser of theoriginal Note in lieu of which such replacement Note was issued presents forpayment such original Note, the Issuer and the Indenture Trustee shall beentitled to recover such replacement Note (or such payment) from the Person towhom it was delivered or any Person taking such replacement Note from suchPerson to whom such replacement Note was delivered or any assignee of suchPerson, except a bona fide purchaser, and shall be entitled to recover upon thesecurity or indemnity provided therefor to the extent of any loss, damage, costor expense incurred by the Issuer or the Indenture Trustee in connectiontherewith.

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

Every replacement Note issued pursuant to this Section inreplacement of any mutilated, destroyed, lost or stolen Note shall constitute anoriginal additional contractual obligation of the Issuer, whether or not themutilated, destroyed, lost or stolen Note shall be at any time enforceable byanyone, and shall be entitled to all the benefits of this Indenture equally andproportionately with any and all other Notes duly issued hereunder.

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

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

SECTION 2.7 Payment of Principal and Interest; Note InterestShortfall. (a) The Floating Rate Notes shall accrue interest as provided in suchFloating Rate Notes, which shall be substantially in the form of Exhibits A-1,A-2, A-3, A-4, A-5 and A-9 and the Reset Rate Notes shall accrue interest asprovided in such Reset Rate Notes, which shall be substantially in the form ofExhibit A-6, A-7 or A-8, and such interest shall be payable on each applicableDistribution Date as specified therein, subject to Section 3.1. Any installmentof interest or principal, if any, payable on any Note which is punctually paidor duly provided for by the Issuer on the applicable Distribution Date shall bepaid to the Person in whose name such Note (or one or more Predecessor Notes) isregistered on the applicable Record Date by check mailed first-class, postageprepaid to such Person's address as it appears on the Note Register on such



Record Date, except that, unless Definitive Notes have been issued pursuant toSection 2.12, with respect to Notes registered on the Record Date in the name ofthe nominee of the applicable Clearing Agency, for the Notes, payment shall bemade by wire transfer in immediately available funds to the account designatedby such nominee and except for the final installment of principal payable withrespect to such Note on a Distribution Date or on the Note Final Maturity Datefor such

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Note which shall be payable as provided below. The funds represented by any suchchecks returned undelivered shall be held in accordance with Section 3.3.

(a) The principal amount of each class of Floating Rate Notesshall be payable on each applicable Distribution Date as provided in the formsof Notes set forth in Exhibits A-1, A-2, A-3, A-4, A-5 and A-9 and the principalamount of the Reset Rate Notes shall be payable on each applicable DistributionDate as set forth in Exhibit A-6, A-7 or A-8, and in Appendix A-2 to thisIndenture. Notwithstanding the foregoing, the entire unpaid principal amount ofeach class of the Notes shall be due and payable, if not previously paid, on theNote Final Maturity Date for such class of Notes and on the date on which anEvent of Default shall have occurred and be continuing if the Indenture Trusteeor the Noteholders of the Notes representing at least a majority of theOutstanding Amount of the Notes have declared the Notes to be immediately dueand payable in the manner provided in Section 5.2. All principal payments on theNotes shall be made pro rata to the specific class of Noteholders entitledthereto. The Indenture Trustee shall notify the Person in whose name a Note isregistered at the close of business on the Record Date preceding theDistribution Date on which the Issuer expects that the final installment ofprincipal of and interest on such Note will be paid. Such notice shall be mailedor transmitted by facsimile prior to such final Distribution Date and shallspecify that such final installment will be payable only upon presentation andsurrender of such Note and shall specify the place where such Note may bepresented and surrendered for payment of such installment. Notices in connectionwith redemptions of Notes shall be mailed to Noteholders as provided in Section10.2.

(b) If the Issuer defaults in a payment of interest at theapplicable Note Rate on the Notes, the Issuer shall pay the resulting NoteInterest Shortfall on the following Distribution Date as provided in theAdministration Agreement.

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

SECTION 2.9 Release of Collateral. Subject to Sections 3.1(b)and 11.19 and the terms of the Basic Documents, the Indenture Trustee shallrelease property from the lien of this Indenture only upon receipt of an IssuerRequest accompanied by an Officers' Certificate of the Issuer, an Opinion ofCounsel and Independent Certificates in accordance with TIA Sections 314(c) and314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates tothe effect that the TIA does not require any such Independent Certificates.

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SECTION 2.10 Book-Entry Notes. The Notes, upon originalissuance, will be issued in the form of typewritten Notes representing theBook-Entry Notes, to be delivered to the applicable initial Clearing Agency bythe Issuer, or by the Indenture Trustee on behalf of the Issuer. Such Notesshall initially be registered on the Note Register in the name of the nominee ofeach initial Clearing Agency, and no Note Owner shall receive a definitive,fully registered note (a "Definitive Note") representing such Note Owner'sinterest in such Note, except as provided in Section 2.12. Unless and untilDefinitive Notes have been issued to Note Owners pursuant to Section 2.12:

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

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

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

(iv) the rights of Note Owners shall be exercised onlythrough the applicable Clearing Agency and shall be limited to those establishedby law and agreements between such Note Owners and the applicable ClearingAgency and/or the applicable Clearing Agency Participants pursuant to the NoteDepository Agreements; and unless and until Definitive Notes are issued pursuantto Section 2.12, the applicable initial Clearing Agency will make book-entrytransfers among the applicable Clearing Agency Participants and receive andtransmit payments of principal of and interest and other amounts on the Notes tosuch applicable Clearing Agency Participants;

(v) whenever this Indenture requires or permits actionsto be taken based upon instructions or directions of Noteholders of Notesevidencing a specified percentage of the Outstanding Amount of the Notes, theapplicable Clearing Agency shall be deemed to represent such percentage only tothe extent that it has received instructions to such effect from Note Ownersand/or applicable Clearing Agency Participants owning or representing,respectively, such required percentage of the beneficial interest in the Notesand has delivered such instructions to the Indenture Trustee; and

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

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

SECTION 2.12 Definitive Notes. If (i) the Administratoradvises the Indenture Trustee in writing that a Clearing Agency (a) is closedfor business for a continuous period of 14 days (other than by reason ofholiday, statutory or otherwise), (b) announces an intention to cease business



permanently (or does so and no alternative clearing system acceptable to theIndenture Trustee is then available), or (c) at any time, is unwilling or unableto continue as, or ceases to be, a clearing agency registered under allapplicable laws, and a successor clearing agency which is registered as aclearing agency under all applicable laws is not appointed by the Administratorwithin 90 days of such event, (ii) the Administrator at its option advises theIndenture Trustee in writing that it elects to terminate the book-entry systemthrough that Clearing Agency or (iii) after the occurrence of an Event ofDefault, a Servicer Default or an Administrator Default, Note Ownersrepresenting beneficial interests aggregating at least a majority of theOutstanding Amount of the applicable Notes advise the applicable Clearing Agency(which shall then notify the Indenture Trustee) in writing that the continuationof a book-entry system through such Clearing Agency is no longer in the bestinterests of such Note Owners, then the Indenture Trustee shall cause suchClearing Agency to notify all Note Owners cleared, through such Clearing Agency,of the occurrence of any such event and of the availability of Definitive Notesto Note Owners requesting the same. Upon surrender to the Indenture Trustee ofthe typewritten Notes representing the Book-Entry Notes by a Clearing Agency,accompanied by registration instructions, the Issuer shall execute and theIndenture Trustee shall authenticate the Definitive Notes in accordance with theinstructions of such Clearing Agency, which shall include, without limitation,the identity and payment instructions for all Noteholders of the applicableNotes. None of the Issuer, the Note Registrar or the Indenture Trustee shall beliable for any delay in delivery of such instructions and may conclusively relyon, and shall be protected in relying on, such instructions. Upon the issuanceof Definitive Notes, the Indenture Trustee shall recognize the holders of theDefinitive Notes as Noteholders.

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

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

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ARTICLE III

Covenants

SECTION 3.1 Payments to Noteholders and each SwapCounterparty.

(a) The Issuer shall duly and punctually pay the principal andinterest, if any, with respect to the Notes in accordance with the terms of theNotes and this Indenture and shall duly and punctually pay amounts, if any,owing to each Swap Counterparty in accordance with the terms of this Indentureand the related Swap Agreement. Without limiting the foregoing, the Issuer shallcause to be distributed to Noteholders and each Swap Counterparty in accordancewith the Administration Agreement that portion of the amounts on deposit in theTrust Accounts on a Distribution Date or with respect to any Swap Counterpartyamounts on deposit in the relevant Trust Accounts on the date such payment isdue under the related Swap Agreement, which the Noteholders and any SwapCounterparty are entitled to receive pursuant to Sections 2.7 and 2.8 of theAdministration Agreement. Amounts properly withheld under the Code by any Personfrom a payment to any Noteholder of interest and/or principal shall beconsidered as having been paid by the Issuer to such Noteholder for all purposesof this Indenture.



(b) In the event that pursuant to the terms of an applicable SwapAgreement, a related Swap Counterparty (or its credit support provider) isrequired to deposit cash or securities as collateral to secure its obligations("Swap Collateral"), the Indenture Trustee shall establish and maintain one ormore Eligible Deposit Accounts in the name of the Indenture Trustee for thebenefit of the Issuer and such Swap Counterparty (each a "Swap AgreementCollateral Account"). All sums on deposit and securities held in any SwapAgreement Collateral Account shall be used only for the purposes set forth inthe related credit support agreement to be entered into between the Trust andthe related Swap Counterparty (a "Credit Support Agreement"). Amounts on depositin any Swap Agreement Collateral Account may be invested in Eligible Investmentsat the written direction of the related Swap Counterparty and on eachDistribution Date, all Investment Earnings actually received by the IndentureTrustee on amounts on deposit in a Swap Agreement Collateral Account or onsecurities held by the Indenture Trustee as Swap Collateral shall be paiddirectly to the related Swap Counterparty and not become part of Available Fundsin accordance with the terms of the Credit Support Agreement. All amountsdeposited in a Swap Agreement Collateral Account shall be paid to the Issuer(and become part of Available Funds on the related Distribution Date) orreturned to the related Swap Counterparty, from time to time, in accordance withthe provisions set forth in the related Credit Support Agreement.

SECTION 3.2 Maintenance of Office or Agency. The Issuer shallmaintain in the Borough of Manhattan, The City of New York and in Luxembourg, solong as any of the Notes are listed on the Luxembourg Stock Exchange and therules of such exchange so require, or in such other jurisdiction if any of theNotes are listed on another stock exchange of international standing and therules of such other exchange so require, an office or agency where Notes may besurrendered for registration of transfer or exchange, and where notices anddemands to or upon the Issuer in respect of the Notes and this Indenture may beserved. The Issuer hereby initially appoints the Indenture Trustee to serve asits agent for the foregoing purposes. The Issuer shall give prompt writtennotice to the Indenture Trustee of the location,

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and of any change in the location, of any such office or agency. If at any timethe Issuer shall fail to maintain any such office or agency or shall fail tofurnish the Indenture Trustee with the address thereof, such surrenders, noticesand demands may be made or served at the Corporate Trust Office, and the Issuerhereby appoints the Indenture Trustee as its agent to receive all suchsurrenders, notices and demands.

SECTION 3.3 Money for Payments to be Held in Trust. Asprovided in Section 8.2(a) and (b), all payments of amounts due and payable withrespect to any Notes or any Swap Agreement that are to be made from amountsdistributed from the Collection Account or any other Trust Account pursuant toSections 2.7 and 2.8 of the Administration Agreement shall be made on behalf ofthe Issuer by the Indenture Trustee or by another Paying Agent, and no amountsso distributed from the Collection Account for payments to Noteholders or anySwap Counterparty shall be paid over to the Issuer except as provided in thisSection.

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

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

(i) hold all sums held by it for the payment of amounts



due with respect to the Notes or any Swap Agreement in trust for the benefit ofthe Persons entitled thereto until such sums shall be paid to such Persons orotherwise disposed of as herein provided and pay such sums to such Persons asherein provided;

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

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

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

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

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The Issuer may at any time, for the purpose of obtaining thesatisfaction and discharge of this Indenture or for any other purpose, by IssuerOrder direct any Paying Agent to pay to the Indenture Trustee all sums held intrust by such Paying Agent, such sums to be held by the Indenture Trustee uponthe same trusts as those upon which the sums were held by such Paying Agent; andupon such payment by any Paying Agent to the Indenture Trustee, such PayingAgent shall be released from all further liability with respect to such money.

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

SECTION 3.4 Existence. The Issuer shall keep in full effectits existence, rights and franchises as a statutory trust under the laws of theState of Delaware (unless it becomes, or any successor Issuer hereunder is orbecomes, organized under the laws of any other State or of the United States of



America, in which case the Issuer shall keep in full effect its existence,rights and franchises under the laws of such other jurisdiction) and shallobtain and preserve its qualification to do business in each jurisdiction inwhich such qualification is or shall be necessary to protect the validity andenforceability of this Indenture, the Notes, the Collateral and each otherinstrument or agreement included in the Indenture Trust Estate.

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

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

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

(iii) enforce any of the Collateral; or

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

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

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

(a) On or before December 31 in each calendar year, beginning in2004, the Issuer shall furnish to the Indenture Trustee an Opinion of Counseleither stating that, in the opinion of such counsel, such action has been takenwith respect to the recording, filing, re-recording and refiling of thisIndenture and any indentures supplemental hereto as is necessary to maintain thelien and security interest created by this Indenture and relating the details ofsuch action or stating that in the opinion of such counsel no such action isnecessary to maintain such lien and security interest. Such Opinion of Counselshall also describe the recording, filing, recording and refiling of thisIndenture and any indentures supplemental hereto that will, in the opinion ofsuch counsel, be required to maintain the lien and security interest of thisIndenture until December 31 in the following calendar year.

SECTION 3.7 Performance of Obligations; Servicing of TrustStudent Loans. (a) The Issuer will not take any action and will use its bestefforts not to permit any action to be taken by others that would release anyPerson from any of such Person's material covenants or obligations under anyinstrument or agreement included in the Indenture Trust Estate or that wouldresult in the amendment, hypothecation, subordination, termination or dischargeof, or impair the validity or effectiveness of, any such instrument oragreement, except as expressly provided in this Indenture, any other BasicDocument or such other instrument or agreement.

(b) The Issuer may contract with other Persons to assist it inperforming its duties under this Indenture, and any performance of such dutiesby a Person identified to the Indenture Trustee in an Officers' Certificate ofthe Issuer shall be deemed to be action taken by the Issuer; provided, however,



the Issuer shall not be liable for any acts of Persons with whom the Issuer hascontracted with reasonable care. Initially, the Issuer has contracted with theServicer and the Administrator to assist the Issuer in performing its dutiesunder this Indenture. The Issuer shall give written notice to the IndentureTrustee and each Rating Agency of any such contract with any other Person.

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(c) The Issuer shall punctually perform and observe all of itsobligations and agreements contained in this Indenture, the other BasicDocuments and the instruments and agreements included in the Indenture TrustEstate, including filing or causing to be filed all UCC financing statements andcontinuation statements prepared by the Issuer and required to be filed by theterms of this Indenture and the Administration Agreement in accordance with andwithin the time periods provided for herein and therein. Except as otherwiseexpressly provided therein, the Issuer shall not waive, amend, modify,supplement or terminate any Basic Document or any provision thereof without theconsent of the Indenture Trustee or the Noteholders of at least a majority ofthe Outstanding Amount of the Notes. The Issuer shall give written notice toeach Rating Agency of any such waiver, amendment, modification, supplement ortermination.

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

(e) As promptly as possible after the giving of notice oftermination to the Servicer of the Servicer's rights and powers, pursuant toSection 5.1 of the Servicing Agreement, or to the Administrator of theAdministrator's rights and powers, pursuant to Section 5.1 of the AdministrationAgreement, the Issuer shall appoint a successor servicer (the "SuccessorServicer") or a successor administrator (the "Successor Administrator"),respectively, and such Successor Servicer or Successor Administrator, as thecase may be, shall accept its appointment by a written assumption in a formacceptable to the Indenture Trustee. In the event that a Successor Servicer orSuccessor Administrator has not been appointed and accepted its appointment atthe time when the Servicer or Administrator, as the case may be, ceases to actas Servicer or Administrator, respectively, the Indenture Trustee withoutfurther action shall automatically be appointed the Successor Servicer orSuccessor Administrator, as the case may be. The Indenture Trustee may resign asthe Successor Servicer or the Successor Administrator by giving written noticeof resignation to the Issuer and in such event will be released from such dutiesand obligations, such release not to be effective until the date a new serviceror a new administrator enters into an agreement with the Issuer as providedbelow; provided, however, that nothing herein shall require or permit theIndenture Trustee to act as Servicer, or otherwise service the Trust StudentLoans, in violation of the Higher Education Act. Upon delivery of any suchnotice to the Issuer, the Issuer shall obtain a new servicer as the SuccessorServicer under the Servicing Agreement or a new administrator as the SuccessorAdministrator under the Administration Agreement, as the case may be. AnySuccessor Servicer or Successor Administrator, other than the Indenture Trustee,shall (i) be an established institution (A) that satisfies any requirements ofthe Higher Education Act applicable to servicers and (B) whose regular businessincludes the servicing or administration of student loans and (ii) enter into aservicing agreement or an administration agreement, respectively, with theIssuer having substantially the same provisions as the provisions of theServicing Agreement and the

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Administration Agreement, as applicable. If within 30 days after the delivery ofthe notice referred to above, the Issuer shall not have obtained such a newservicer or new administrator, as the case may be, the Indenture Trustee mayappoint, or may petition a court of competent jurisdiction to appoint, aSuccessor Servicer or Successor Administrator; provided, however, that suchright to appoint or to petition for the appointment of any such successor shallin no event relieve the Indenture Trustee from any obligations otherwise imposedon it under the Basic Documents until such successor has in fact assumed suchappointment. In connection with any such appointment, the Indenture Trustee maymake such arrangements for the compensation of such successor as it and suchsuccessor shall agree, subject to the limitations set forth below and in theServicing Agreement or Administration Agreement, as applicable, and inaccordance with Section 5.2 of the Servicing Agreement and Section 5.2 of theAdministration Agreement, the Issuer shall enter into an agreement with suchsuccessor for the servicing or administration of the Trust Student Loans (suchagreement to be in form and substance satisfactory to the Indenture Trustee). Ifthe Indenture Trustee shall succeed as provided herein to the Servicer's dutiesas Servicer with respect to the Trust Student Loans, or the Administrator'sduties with respect to the Issuer and the Trust Student Loans, as the case maybe, it shall do so in its individual capacity and not in its capacity asIndenture Trustee and, accordingly, the provisions of Article VI hereof shall beinapplicable to the Indenture Trustee in its duties as the successor to theServicer or the Administrator, as the case may be, and the servicing oradministration of the Trust Student Loans. In case the Indenture Trustee shallbecome successor to the Servicer or the Administrator, the Indenture Trusteeshall be entitled to appoint as Servicer or as Administrator, as the case maybe, any one of its Affiliates, provided that such appointment shall not affector alter in any way the liability of the Indenture Trustee as Successor Serviceror Successor Administrator, respectively, in accordance with the terms hereof.

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

(g) Without derogating from the absolute nature of the assignmentgranted to the Indenture Trustee under this Indenture or the rights of theIndenture Trustee hereunder, the Issuer agrees that it will not, without theprior written consent of the Indenture Trustee or the Noteholders of at least amajority in Outstanding Amount of the Notes, amend, modify, waive, supplement,terminate or surrender, or agree to any amendment, modification, supplement,termination, waiver or surrender of, the terms of any Collateral or the BasicDocuments, except to the extent otherwise provided in the Basic Documents, orwaive timely performance or observance by the Servicer, the Administrator, theDepositor, the holder of the Excess Distribution Certificate, SLMA, SLM ELC, theIssuer or the Eligible Lender Trustee or any Swap Counterparty under the BasicDocuments; provided, however, that no such amendment shall (i) increase orreduce in any manner the amount of, or accelerate or delay the timing of,distributions that are required to be made for the benefit of the Noteholders orany Swap Counterparty, or (ii) reduce the aforesaid percentage of the Noteswhich are required to consent to any such amendment, without the consent of theNoteholders of all the Outstanding Notes. If

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any such amendment, modification, supplement or waiver shall be so consented toby the Indenture Trustee or such Noteholders, the Issuer shall give writtennotice thereof to each Rating Agency and agrees, promptly following a request bythe Indenture Trustee to do so, to execute and deliver, in its own name and atits own expense, such agreements, instruments, consents and other documents asthe Indenture Trustee may deem necessary or appropriate in the circumstances.

SECTION 3.8 Negative Covenants. So long as any Notes are



Outstanding, the Issuer shall not:

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

(ii) claim any credit on, or make any deduction from theprincipal or interest payable in respect of, the Notes (other than amountsproperly withheld from such payments under the Code or applicable state law) orassert any claim against any present or former Noteholder by reason of thepayment of the taxes levied or assessed upon any part of the Indenture TrustEstate;

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

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

SECTION 3.9 Annual Statement as to Compliance. The Issuerwill deliver to the Indenture Trustee and each Rating Agency, within 90 daysafter the end of each fiscal year of the Issuer (commencing with the fiscal yearending December 31, 2004), an Officers' Certificate of the Issuer stating that:

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(i) a review of the activities of the Issuer during suchyear and of performance under this Indenture has been made under such AuthorizedOfficers' supervision; and

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

SECTION 3.10 Issuer May Consolidate, etc., Only on CertainTerms.

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

(i) the Person (if other than the Issuer) formed by orsurviving such consolidation or merger shall be a Person organized and existingunder the laws of the United States of America or any State and shall expresslyassume, by an indenture supplemental hereto, executed and delivered to theIndenture Trustee, in form satisfactory to the Indenture Trustee, the due andpunctual payment of the principal of, and interest, if any, on all Notes and theperformance or observance of every agreement and covenant of this Indenture andthe other Basic Documents on the part of the Issuer to be performed or observed,



all as provided herein;

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

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

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

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

(vi) the Issuer shall have delivered to the IndentureTrustee an Officers' Certificate of the Issuer and an Opinion of Counsel eachstating that such consolidation or merger and such supplemental indenture complywith this Article III and that all conditions precedent herein provided forrelating to such transaction have been complied with (including any filingrequired by the Exchange Act).

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

(i) the Person that acquires by conveyance or transferthe properties and assets of the Issuer the conveyance or transfer of which ishereby restricted shall (A) be a United States citizen or a Person organized andexisting under the laws of the United States of America

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or any State, (B) expressly assume, by an indenture supplemental hereto,executed and delivered to the Indenture Trustee, in form satisfactory to theIndenture Trustee, the due and punctual payment of the principal of, andinterest, if any, on all Notes and the performance or observance of everyagreement and covenant of this Indenture on the part of the Issuer to beperformed or observed, all as provided herein, (C) expressly agree by means ofsuch supplemental indenture that all right, title and interest so conveyed ortransferred shall be subject and subordinate to the rights of Noteholders andany Currency Swap Counterparty, (D) unless otherwise provided in suchsupplemental indenture, expressly agree to indemnify, defend and hold harmlessthe Issuer against and from any loss, liability or expense arising under orrelated to this Indenture and the Notes and (E) expressly agree by means of suchsupplemental indenture that such Person (or if a group of Persons, then onespecified Person) shall make all filings with the Commission (and any otherappropriate Person) required by the Exchange Act in connection with the Notes;

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

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

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

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

(vi) the Issuer shall have delivered to the IndentureTrustee an Officers' Certificate of the Issuer and an Opinion of Counsel eachstating that such conveyance or transfer and such supplemental indenture complywith this Article III and that all conditions precedent herein provided for



relating to such transaction have been complied with (including any filingrequired by the Exchange Act).

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

(b) Upon a conveyance or transfer of all the assets and propertiesof the Issuer pursuant to Section 3.10(b), SLM Student Loan Trust 2004-2 will bereleased from every covenant and agreement of this Indenture to be observed orperformed on the part of the Issuer with respect to the Notes immediately uponthe delivery by the Issuer of written notice to the Indenture Trustee statingthat SLM Student Loan Trust 2004-2 is to be so released.

SECTION 3.12 No Other Business. The Issuer shall not engagein any business other than financing (including entering into Swap Agreementsfrom time to time), purchasing, owning, selling and managing the Trust StudentLoans and the other assets of the Issuer and

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related proceeds in the manner contemplated by this Indenture and the otherBasic Documents and activities incidental thereto.

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

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

SECTION 3.15 Guarantees, Loans, Advances and OtherLiabilities. Except as contemplated by this Indenture and the other BasicDocuments, the Issuer shall not make any loan or advance or credit to, orguarantee (directly or indirectly or by an instrument having the effect ofassuring another's payment or performance on any obligation or capability of sodoing or otherwise), endorse or otherwise become contingently liable, directlyor indirectly, in connection with the obligations, stocks or dividends of, orown, purchase, repurchase or acquire (or agree contingently to do so) any stock,obligations, assets or securities of, or any other interest in, or make anycapital contribution to, any other Person.

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

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



other Basic Documents.

SECTION 3.18 Notice of Events of Default. The Issuer shallgive the Indenture Trustee, the Rating Agencies and each Swap Counterpartyprompt written notice of each Event of Default hereunder. The Issuer shall givethe Indenture Trustee, the Rating Agencies and each Swap Counterparty promptwritten notice of each default on the part of (i) the Depositor of itsobligations under the Sale Agreement, (ii) SLMA of its obligations under theSLMA Purchase Agreement, (iii) SLM ELC of its obligations under the SLM ELCPurchase Agreement, (iv) the Servicer of its obligations under the ServicingAgreement, or (v) the Administrator of its

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obligations under the Administration Agreement. In addition, the Issuer shalldeliver to the Indenture Trustee, each Rating Agency and each Swap Counterparty,within five days after the occurrence thereof, written notice in the form of anOfficers' Certificate of the Issuer of any event which with the giving of noticeand the lapse of time would become an Event of Default under Section 5.1(iii),its status and what action the Issuer is taking or proposes to take with respectthereto.

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

ARTICLE IV

Satisfaction and Discharge

SECTION 4.1 Satisfaction and Discharge of Indenture. ThisIndenture shall cease to be of further effect with respect to the Notes exceptas to (i) rights of registration of transfer and exchange, (ii) substitution ofmutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders toreceive payments of principal thereof and interest thereon, (iv) Sections 3.3,3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunitiesof the Indenture Trustee hereunder (including, without limitation, the rights ofthe Indenture Trustee under Section 6.7 and the obligations of the IndentureTrustee under Section 4.2) and (vi) the rights of Noteholders as beneficiarieshereof with respect to the property so deposited with the Indenture Trusteepayable to all or any of them, and the Indenture Trustee, on demand of and atthe expense of the Issuer, shall execute proper instruments acknowledgingsatisfaction and discharge of this Indenture with respect to the Notes, when:

(a) either

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

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

(i) have become due and payable,

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

(iii) are to be called for redemption within oneyear under arrangements satisfactory to the Indenture Trustee for the giving ofnotice of redemption by the Indenture Trustee in the name, and at the expense,of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, hasirrevocably deposited or caused to be irrevocably deposited with the Indenture



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Trustee cash or direct obligations of or obligations guaranteed by the UnitedStates of America (which will mature prior to the date such amounts arepayable), in trust for such purpose, in an amount sufficient to pay anddischarge the entire indebtedness on such Notes not theretofore delivered to theIndenture Trustee for cancellation when due to the Note Final Maturity Date;

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

(c) the Issuer has delivered to the Indenture Trustee an Officers'Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA orthe Indenture Trustee) an Independent Certificate from a firm of certifiedpublic accountants, each meeting the applicable requirements of Section 11.1(a)and, subject to Section 11.2, each stating that all conditions precedent hereinprovided for relating to the satisfaction and discharge of this Indenture havebeen complied with.

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

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

SECTION 4.4 Auction of Trust Student Loans. Any Trust StudentLoans remaining in the Trust as of the later of (a) the end of Collection Periodfor the April 2014 Distribution Date or (b) the end of the first CollectionPeriod when the Pool Balance is equal to 10% or less of the initial Pool Balancethree Business Days prior to such Distribution Date (the "Trust Auction Date")shall be offered for sale by the Indenture Trustee unless the Servicer hasexercised its option to purchase the Trust Estate as described in Section 6.1(a)of the Administration Agreement with respect to such Distribution Date. TheServicer will be deemed to have waived such option if it fails to notify theEligible Lender Trustee and the Indenture Trustee of its exercise thereof inwriting prior to the Indenture Trustee's acceptance of a bid to purchase suchTrust Student Loans; provided, however, that there shall be no such offer forsale if the Indenture Trustee fails to provide notice to the Servicer inaccordance with this Section 4.4. The Indenture Trustee shall provide writtennotice to the Servicer of any such offer for sale at least 5 Business Days inadvance of the Trust Auction Date. The Indenture Trustee shall permit theServicer or any of its Affiliates including SLMA, SLM ELC and the Servicer tooffer bids only if the Pool Balance as of the applicable Trust Auction Date isequal to 10% or less of the

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Initial Pool Balance and such bid does not exceed the fair market value of theTrust Student Loans as of the Trust Auction Date. If at least two bids arereceived, the Indenture Trustee shall solicit and resolicit new bids from allparticipating bidders until only one bid remains or the remaining biddersdecline to resubmit bids. The Indenture Trustee shall accept the highest of suchremaining bids if it is equal to or in excess of both the Minimum Purchase



Amount and the fair market value of such Trust Student Loans as of the end ofthe Collection Period immediately preceding the Trust Auction Date. If at leasttwo bids are not received or the highest bid after the resolicitation process iscompleted is not equal to or in excess of the higher of the Minimum PurchaseAmount and the fair market value of the Trust Student Loans, the IndentureTrustee shall not consummate such sale. The Indenture Trustee may consult, and,at the direction of the Depositor, shall consult, with a financial advisor,including an Underwriter or Initial Purchaser of the Notes or the Administrator,to determine if the fair market value of the Trust Student Loans has beenoffered. The proceeds of any such sale will be paid at the time set forth inSection 2.6 of the Administration Agreement and applied in the order of priorityset forth in Section 5.4(b). If the sale is not consummated in accordance withthe foregoing, the Indenture Trustee may, but shall not be under any obligationto, solicit bids for sale of the Trust Student Loans with respect to futureDistribution Dates upon terms similar to those described above, including theServicer's waiver of its option to purchase the Trust Estate in accordance withSection 6.1(a) of the Administration Agreement with respect to each such futureDistribution Date.

ARTICLE V

Remedies

SECTION 5.1 Events of Default. "Event of Default," whereverused herein, means any one of the following events (whatever the reason for suchEvent of Default and whether it shall be voluntary or involuntary or be effectedby operation of law or pursuant to any judgment, decree or order of any court orany order, rule or regulation of any administrative or governmental body):

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

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

(iii) default in the observance or performance of anycovenant or agreement of the Issuer made in this Indenture (other than acovenant or agreement, a default in the observance or performance of which iselsewhere in this Section specifically dealt with), or any representation orwarranty of the Issuer made in this Indenture or in any certificate or otherwriting having been incorrect in any material respect as of the time when made,such default or breach having a material adverse effect on the holders of theNotes, and such default or breach shall continue or not be cured, or thecircumstance or condition in respect of which such misrepresentation or warrantywas incorrect shall not have been eliminated or otherwise cured, for a period of30 days after there shall have been given, by registered or certified mail, tothe Issuer by the Indenture Trustee or to the Issuer and the Indenture Trusteeby the Noteholders of at least 25% of the Outstanding Amount of the Notes, awritten notice specifying such default or

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incorrect representation or warranty and requiring it to be remedied and statingthat such notice is a notice of Default hereunder; or

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

(v) the commencement by the Issuer of a voluntary case



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

SECTION 5.2 Acceleration of Maturity; Rescission andAnnulment. If an Event of Default should occur and be continuing, then and inevery such case the Indenture Trustee or the Noteholders representing at least amajority of the Outstanding Amount of the Notes may declare all the Notes to beimmediately due and payable, by a notice in writing to the Issuer (and to theIndenture Trustee if given by Noteholders), and upon any such declaration theunpaid principal amount of such Notes, together with accrued and unpaid interestthereon through the date of acceleration, shall become immediately due andpayable, subject, however, to Section 5.4 of this Indenture.

At any time after such declaration of acceleration of maturityhas been made and before a judgment or decree for payment of the money due hasbeen obtained by the Indenture Trustee as hereinafter in this Article Vprovided, the Noteholders of Notes representing at least a majority of theOutstanding Amount of the Notes, by written notice to the Issuer and theIndenture Trustee, may rescind and annul such declaration and its consequencesif:

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

(a) all payments of principal of and interest onall Notes and all other amounts that would then be duehereunder or upon such Notes if the Event of Default givingrise to such acceleration had not occurred; and

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

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

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

SECTION 5.3 Collection of Indebtedness and Suits forEnforcement by Indenture Trustee. The Issuer covenants that if (i) default ismade in the payment of any interest on any Note when the same becomes due andpayable, and such default continues for a period of five days, or (ii) defaultis made in the payment of the principal of any Note when the same becomes dueand payable at the related Note Final Maturity Date, the Issuer shall, upondemand of the Indenture Trustee, pay to it, for the benefit of the Noteholders,the whole amount then due and payable on such Notes for principal and interest,with interest upon the overdue principal, and, to the extent payment at suchrate of interest shall be legally enforceable, upon overdue installments ofinterest, at the rate specified in Section 2.7 and in addition thereto suchfurther amount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses, disbursements andadvances of the Indenture Trustee and its agents and counsel.

(a) In case the Issuer shall fail forthwith to pay such amountsupon such demand, the Indenture Trustee, in its own name and as trustee of anexpress trust, may institute a Proceeding for the collection of the sums so due



and unpaid, and may prosecute such Proceeding to judgment or final decree, andmay enforce the same against the Issuer or other obligor upon such Notes andcollect in the manner provided by law out of the property of the Issuer or otherobligor upon such Notes, wherever situated, the moneys adjudged or decreed to bepayable.

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

(c) In case there shall be pending, relative to the Issuer or anyother obligor upon the Notes or any Person having or claiming an ownershipinterest in the Indenture Trust Estate, Proceedings under Title 11 of the UnitedStates Code or any other applicable Federal or state bankruptcy, insolvency orother similar law, or in case a receiver, assignee or trustee in bankruptcy orreorganization, liquidator, sequestrator or similar official shall have beenappointed for or taken possession of the Issuer or its property or such otherobligor or Person, or in case of any other, comparable judicial Proceedingsrelative to the Issuer or other obligor upon the Notes, or to the creditors orproperty of the Issuer or such other obligor, the Indenture Trustee,irrespective of whether the principal of any Notes shall then be due andpayable, as therein expressed or by declaration or otherwise and irrespective ofwhether the Indenture

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Trustee shall have made any demand pursuant to the provisions of this Section,shall be entitled and empowered, by intervention in such proceedings orotherwise:

(i) to file and prove a claim or claims for the wholeamount of principal and interest owing and unpaid in respect of the Notes andto file such other papers or documents as may be necessary or advisable inorder to have the claims of the Indenture Trustee (including any claim forreasonable compensation to the Indenture Trustee and each predecessorIndenture Trustee, and their respective agents, attorneys and counsel, and forreimbursement of all expenses and liabilities incurred, and all advances made,by the Indenture Trustee and each predecessor Indenture Trustee, except as aresult of negligence or bad faith) and of the Noteholders allowed in suchProceedings;

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

(iii) to collect and receive any moneys or other propertypayable or deliverable on any such claims and to distribute all amounts receivedwith respect to the claims of the Noteholders, any Currency Swap Counterpartyand the Indenture Trustee on their behalf; and

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

and any trustee, receiver, liquidator, custodian or othersimilar official in any such Proceeding is hereby authorized by each of suchNoteholders and any Currency Swap Counterparty to make payments to the IndentureTrustee, and, in the event that the Indenture Trustee shall consent to themaking of payments directly to such Noteholders and any Currency SwapCounterparty to pay to the Indenture Trustee such amounts as shall be sufficient



to cover reasonable compensation to the Indenture Trustee, each predecessorIndenture Trustee and their respective agents, attorneys and counsel, and allother expenses and liabilities incurred, and all advances made, by the IndentureTrustee and each predecessor Indenture Trustee except as a result of negligenceor bad faith.

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

(e) All rights of action and of asserting claims under thisIndenture, or under any of the Notes, may be enforced by the Indenture Trusteewithout the possession of any of the Notes or the production thereof in anytrial or other Proceedings relative thereto, and any such action or Proceedingsinstituted by the Indenture Trustee shall be brought in its own name as trusteeof an

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express trust, and any recovery of judgment, subject to the payment of theexpenses, disbursements and compensation of the Indenture Trustee, eachpredecessor Indenture Trustee and their respective agents and attorneys, shallbe for the ratable benefit of the Noteholders, and after the Notes have beenpaid in full, and subject to the provisions of Section 11.19, any Currency SwapCounterparty.

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

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

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

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

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

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

(v) elect to have the Eligible Lender Trustee maintainownership of the Trust Student Loans and continue to apply collections withrespect to the Trust Student Loans as if there had been no declaration ofacceleration;

provided, however, that the Indenture Trustee may not sell or otherwiseliquidate the Indenture Trust Estate following an Event of Default, other thanan Event of Default described in Section 5.1(i) or (ii) with respect to the



Class A Notes, unless (A) the Noteholders of 100% of the Outstanding Amount ofthe Class A Notes consent thereto, (B) the proceeds of such sale or liquidationdistributable to the Class A Noteholders are sufficient to discharge in full allamounts then due and unpaid upon such Class A Notes for principal and interestor (C) the Indenture Trustee determines that the Indenture Trust Estate will notcontinue to provide sufficient funds for the payment of principal of andinterest on the Class A Notes as would have become due if the Class A Notes hadnot been declared due and payable, and the Indenture Trustee obtains the consentof Noteholders of 66-2/3% of the Outstanding Amount of the Class A Notes;provided, further, that the Indenture Trustee may not sell or otherwiseliquidate the Indenture Trust Estate following an Event of Default, other thanan Event of Default described in Section 5.1(i) or (ii)

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with respect to the Class A Notes, unless (D) the proceeds of such sale orliquidation distributable to the Class B Noteholders plus the proceeds of thesale or liquidation of the Trust Estate distributable to the Class B Noteholdersare sufficient to pay to the Class B Noteholders the Outstanding Amount of theClass B Notes plus accrued and unpaid interest thereon or (E) after receipt ofnotice from the Eligible Lender Trustee that the proceeds of such sale orliquidation distributable to the Class B Noteholders plus the proceeds of thesale or liquidation of the Trust Estate distributable to the Class B Noteholderswould not be sufficient to pay to the Class B Noteholders the outstandingprincipal plus accrued and unpaid interest thereon, the Class B Noteholders ofat least a majority of the Outstanding Amount of the Class B Notes consentthereto. In determining such sufficiency or insufficiency with respect toclauses (B), (C), (D) and (E), the Indenture Trustee may, but need not, obtainand rely upon an opinion of an Independent investment banking or accounting firmof national reputation as to the feasibility of such proposed action and as tothe sufficiency of the Indenture Trust Estate and/or Trust Estate, asapplicable, for such purpose.

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

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

SECOND: to the Indenture Trustee for amounts due underSection 6.7;

THIRD: to the Servicer for due and unpaid Primary ServicingFees;

FOURTH: to the Administrator, any due and unpaidAdministration Fees;

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

A: to the Class A Noteholders (other than the Class A-5Noteholders and the Reset Rate Noteholders if a SwapAgreement with respect to interest payments to bemade to such Noteholders is then in effect), foramounts due and unpaid on the Class A Notes forinterest at the applicable Note Rate, ratably,without preference or priority of any kind, according



to the amounts due and payable on the Class A Notesfor such interest;

B: if a Swap Agreement is then in effect for the ClassA-5 Noteholders or the Reset Rate Noteholders withrespect to interest payments to be made to suchnoteholders, to each Swap Counterparty, the amount ofany Swap

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Interest Payments due and payable by the Issuer(other than as paid to that Swap Counterparty underclause FIRST); and

C: if any Swap Agreement with respect to the Class A-5Notes or the Reset Rate Notes has been terminated, tothe related Swap Counterparty, the amount of any SwapTermination Payments due to such Swap Counterpartydue to a Termination Event (as defined in the relatedSwap Agreement) resulting from a payment defaultunder the related Swap Agreement by the Issuer, anon-rescindable, non-waivable acceleration of theNotes, or the bankruptcy or insolvency of the Issuer.

SIXTH:

A: If the Reset Rate Notes are then in Foreign ExchangeMode, pro rata (1) to the Class A Noteholders (otherthan the holders of the Class A-5 Notes and theholders of the Reset Rate Notes), ratably, an amountsufficient to reduce the respective principal balanceof those Class A Notes to zero, (2) to the Class A-5Swap Counterparty an amount sufficient to reduce theU.S. Dollar Equivalent Principal Amount of the ClassA-5 Notes to zero and (3) to the Class A-6 CurrencySwap Counterparty an amount sufficient to reduce theU.S. Dollar Equivalent Principal Amount of the ResetRate Notes to zero; or

B: if the Reset Rate Notes are then denominated in U.S.Dollars, pro rata (1) to the Class A Noteholders(other than the holders of the Class A-5 Notes),ratably, an amount sufficient to reduce therespective principal balance of those Class A Notesto zero and (2) to the Class A-5 Swap Counterparty anamount sufficient to reduce the U.S. DollarEquivalent Principal Amount of the Class A-5 Notes tozero;

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

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

NINTH: to the Servicer, for any unpaid Carryover ServicingFees;

TENTH: to any Swap Counterparties, pro rata, the amount ofany Swap Termination Payments due to such Swap Counterparties by the Issuer andnot payable in Clause FIFTH (C);

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

TWELFTH: sequentially, first to the Remarketing Agents, and



second to the Administrator for any advances made on behalf of the Issuer, ineach case, for payment of certain

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costs and expenses as set forth in Section 3 of the Remarketing Agreement inconnection with the remarketing of the Reset Rate Notes not previouslyreimbursed by the Issuer; and

THIRTEENTH: to the Excess Distribution Certificateholder, anyremaining funds.

If a Class A-5 Swap Agreement and/or a Class A-6 Currency SwapAgreement terminates, amounts that would have otherwise been paid to the relatedCurrency Swap Counterparty (other than amounts payable as a Termination Paymentthereunder), as the case may be, will be used to make payments to the Class A-5Noteholders and/or the Reset Rate Noteholders in an amount in Euros, withrespect to the Class A-5 Notes, or in an amount in the applicable non-U.S.Dollar currency, with respect to the Reset Rate Notes, equal to the payment thatthe related Currency Swap Counterparty would have made. If this occurs, theTrust will exchange U.S. Dollars for Euros and/or the applicable non-U.S. Dollarcurrency in order to make distributions on the Class A-5 Notes and/or the ResetRate Notes.

The Indenture Trustee may fix a record date and payment datefor any payment to Noteholders pursuant to this Section. At least 15 days beforesuch record date, the Indenture Trustee shall mail to each Noteholder and theIssuer a notice that states the record date, the payment date and the amount tobe paid.

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

SECTION 5.6 Limitation of Suits. No Noteholder shall have anyright to institute any Proceeding, judicial or otherwise, with respect to thisIndenture, or for the appointment of a receiver or trustee, or for any otherremedy hereunder, unless:

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

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

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

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



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

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

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

SECTION 5.7 Unconditional Rights of Noteholders to ReceivePrincipal and Interest. Notwithstanding any other provisions in this Indenture,each Noteholder shall have the right, which is absolute and unconditional, toreceive payment of the principal of and interest on its Note on or after therespective due dates thereof expressed in such Note or in this Indenture (or, inthe case of redemption, on or after the Redemption Date) and to institute suitfor the enforcement of any such payment, and such right shall not be impairedwithout the consent of such Noteholder.

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

SECTION 5.9 Rights and Remedies Cumulative. No right or remedyherein conferred upon or reserved to the Indenture Trustee, any SwapCounterparty or to the Noteholders is intended to be exclusive of any otherright or remedy, and every right and remedy shall, to the extent permitted bylaw, be cumulative and in addition to every other right and remedy givenhereunder or now or hereafter existing at law or in equity or otherwise. Theassertion or employment of any right or remedy hereunder, or otherwise, shallnot prevent the concurrent assertion or employment of any other appropriateright or remedy.

SECTION 5.10 Delay or Omission Not a Waiver. No delay oromission of the Indenture Trustee, any Swap Counterparty or any Noteholder toexercise any right or remedy accruing upon any Default shall impair any suchright or remedy or constitute a waiver of any

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such Default or an acquiescence therein. Every right and remedy given by thisArticle V or by law to the Indenture Trustee, any Swap Counterparty or to theNoteholders may be exercised from time to time, and as often as may be deemedexpedient, by the Indenture Trustee, any Swap Counterparty or by theNoteholders, as the case may be.

SECTION 5.11 Control by Noteholders. The Noteholders of atleast a majority of the Outstanding Amount of the Notes shall have the right todirect the time, method and place of conducting any Proceeding for any remedyavailable to the Indenture Trustee with respect to the Notes or exercising anytrust or power conferred on the Indenture Trustee; provided that

(i) such direction shall not be in conflict with any rule



of law or with this Indenture;

(ii) subject to the express terms of Section 5.4, anydirection to the Indenture Trustee to sell or liquidate the Indenture TrustEstate shall be by the Noteholders of not less than 100% of the OutstandingAmount of the Notes;

(iii) if the conditions set forth in Section 5.5 have beensatisfied and the Indenture Trustee elects to retain the Indenture Trust Estatepursuant to such Section, then any direction to the Indenture Trustee byNoteholders of less than 100% of the Outstanding Amount of the Notes to sell orliquidate the Indenture Trust Estate shall be of no force and effect; and

(iv) the Indenture Trustee may take any other actiondeemed proper by the Indenture Trustee that is not inconsistent with suchdirection;

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

SECTION 5.12 Waiver of Past Defaults. Prior to the time ajudgment or decree for payment of money due has been obtained as described inSection 5.2, the Noteholders of at least a majority of the Outstanding Amount ofthe Notes may waive any past Default and its consequences except a Default (a)in payment when due of principal of or interest on any of the Notes or (b) inrespect of a covenant or provision hereof which cannot be modified or amendedwithout the consent of each Noteholder. In the case of any such waiver, theIssuer, the Indenture Trustee and the Noteholders shall be restored to theirformer positions and rights hereunder, respectively; but no such waiver shallextend to any subsequent or other Default or impair any right consequentthereto.

Upon any such waiver, such Default shall cease to exist and bedeemed to have been cured and not to have occurred for every purpose of thisIndenture; but no such waiver shall extend to any subsequent or other Default orimpair any right consequent thereto.

SECTION 5.13 Undertaking for Costs. All parties to thisIndenture agree, and each Noteholder by such Noteholder's acceptance of any Noteshall be deemed to have agreed, that any court may in its discretion require, inany suit for the enforcement of any right or remedy under this Indenture, or inany suit against the Indenture Trustee for any action taken, suffered or omittedby it as Indenture Trustee, the filing by any party litigant in such suit of an

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undertaking to pay the costs of such suit, and that such court may in itsdiscretion assess reasonable costs, including reasonable attorneys' fees,against any party litigant in such suit, having due regard to the merits andgood faith of the claims or defenses made by such party litigant; but theprovisions of this Section shall not apply to (a) any suit instituted by theIndenture Trustee, (b) any suit instituted by any Noteholder, or group ofNoteholders, in each case holding in the aggregate more than 10% of theOutstanding Amount of the Notes or (c) any suit Instituted by any Noteholder forthe enforcement of the payment of principal of or interest on any Note on orafter the respective due dates expressed in such Note and in this Indenture (or,in the case of redemption, on or after the Redemption Date).

SECTION 5.14 Waiver of Stay or Extension Laws. The Issuercovenants (to the extent that it may lawfully do so) that it will not at anytime insist upon, or plead or in any manner whatsoever, claim or take thebenefit or advantage of, any stay or extension law wherever enacted, now or atany time hereafter in force, that may affect the covenants or the performance ofthis Indenture; and the Issuer (to the extent that it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law, and covenants that itwill not hinder, delay or impede the execution of any power herein granted to



the Indenture Trustee, but will suffer and permit the execution of every suchpower as though no such law had been enacted.

SECTION 5.15 Action on Notes. The Indenture Trustee's right toseek and recover judgment on the Notes or under this Indenture shall not beaffected by the seeking, obtaining or application of any other relief under orwith respect to this Indenture. Neither the lien of this Indenture nor anyrights or remedies of the Indenture Trustee or the Noteholders shall be impairedby the recovery of any judgment by the Indenture Trustee against the Issuer orby the levy of any execution under such judgment upon any portion of theIndenture Trust Estate or upon any of the assets of the Issuer. Any money orproperty collected by the Indenture Trustee shall be applied in accordance withSection 5.4(b).

SECTION 5.16 Performance and Enforcement of CertainObligations.

(a) Promptly following a request from the Indenture Trustee to doso and at the Administrator's expense, the Issuer shall take all such lawfulaction as the Indenture Trustee may request to compel or secure the performanceand observance by the Depositor, SLMA, SLM ELC, the Administrator and theServicer, as applicable, of each of their obligations to the Issuer, whetherdirectly or by assignment, under or in connection with the Sale Agreement, theSLMA Purchase Agreement, the SLM ELC Purchase Agreement, the AdministrationAgreement and the Servicing Agreement, respectively, in accordance with theterms thereof, and to exercise any and all rights, remedies, powers andprivileges lawfully available to the Issuer under or in connection with the SaleAgreement, the SLMA Purchase Agreement, the SLM ELC Purchase Agreement, theAdministration Agreement and the Servicing Agreement, as the case may be, to theextent and in the manner directed by the Indenture Trustee, including thetransmission of notices of default on the part of the Depositor, SLMA, SLM ELC,the Administrator or the Servicer thereunder and the institution of legal oradministrative actions or proceedings to compel or secure performance by theDepositor, SLMA, SLM ELC, the Administrator or the Servicer of each of theirobligations under the Sale Agreement, the SLMA Purchase Agreement, the SLM ELCPurchase Agreement, the Administration Agreement and the Servicing Agreement,respectively.

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(b) If an Event of Default has occurred and is continuing, theIndenture Trustee may, and at the written direction of the Noteholders of66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights,remedies, powers, privileges and claims of the Issuer against the Depositor,SLMA, SLM ELC, the Administrator or the Servicer under or in connection with theSale Agreement, the SLMA Purchase Agreement, the SLM ELC Purchase Agreement, theAdministration Agreement and the Servicing Agreement, respectively, includingthe right or power to take any action to compel or secure performance orobservance by the Depositor, SLMA, SLM ELC, the Administrator or the Servicer ofeach of their obligations to the Issuer thereunder, whether directly or byassignment, and to give any consent, request, notice, direction, approval,extension or waiver under the Sale Agreement, the SLMA Purchase Agreement, theSLM ELC Purchase Agreement, the Administration Agreement and the ServicingAgreement, respectively, and any right of the Issuer to take such action shallbe suspended.

ARTICLE VI

The Indenture Trustee

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

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



(i) the Indenture Trustee undertakes to perform suchduties and only such duties as are specifically set forth in this Indenture andno implied covenants or obligations shall be read into this Indenture againstthe Indenture Trustee; and

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

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

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

(ii) the Indenture Trustee shall not be liable for anyerror of judgment made in good faith by a Responsible Officer unless it isproved that the Indenture Trustee was negligent in ascertaining the pertinentfacts; and

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

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

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

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

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

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

(i) Every provision of this Indenture relating to the conduct oraffecting the liability of or affording protection to the Indenture Trusteeshall be subject to the provisions of this Section and to the provisions of theTIA.

SECTION 6.2 Rights of Indenture Trustee. (a) The IndentureTrustee may rely on any document believed by it to be genuine and to have beensigned or presented by the proper Person. The Indenture Trustee need notinvestigate any fact or matter stated in such document.

(b) Before the Indenture Trustee acts or refrains from acting, itmay require and shall be entitled to receive an Officers' Certificate of the



Issuer and/or an Opinion of Counsel. The Indenture Trustee shall not be liablefor any action it takes or omits to take in good faith in reliance on suchOfficers' Certificate or Opinion of Counsel.

(c) The Indenture Trustee may execute any of the trusts or powershereunder or perform any duties hereunder either directly or by or throughagents or attorneys or a custodian or nominee, and the Indenture Trustee shallnot be responsible for any misconduct or negligence on the part of, or for thesupervision of, any such agent, attorney, custodian or nominee appointed withdue care by it hereunder.

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

(e) The Indenture Trustee may consult with counsel, and the adviceor opinion of counsel with respect to legal matters relating to this Indentureand the Notes shall be full and

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complete authorization and protection from liability in respect to any actiontaken, omitted or suffered by it hereunder in good faith and in accordance withthe advice or opinion of such counsel.

SECTION 6.3 Individual Rights of Indenture Trustee. TheIndenture Trustee in its individual or any other capacity may become the owneror pledgee of Notes and may otherwise deal with the Issuer or its Affiliateswith the same rights it would have if it were not Indenture Trustee. Any PayingAgent, Note Registrar, co-registrar or co-paying agent may do the same with likerights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4 Indenture Trustee's Disclaimer. The IndentureTrustee shall not be responsible for and makes no representation as to thevalidity or adequacy of this Indenture or the Notes, it shall not be accountablefor the Issuer's use of the proceeds from the Notes, and it shall not beresponsible for any statement of the Issuer in the Indenture or in any documentissued in connection with the sale of the Notes or in the Notes other than theIndenture Trustee's certificate of authentication.

SECTION 6.5 Notice of Defaults. If a Default occurs and iscontinuing and if it is either actually known or written notice of the existencethereof has been delivered to a Responsible Officer of the Indenture Trustee,the Indenture Trustee shall mail notice of the Default to each Noteholder andany Swap Counterparty within 90 days and to each Rating Agency as soon aspracticable within 30 days after it occurs. Except in the case of a Default inpayment of principal of or interest on any Note (including payments pursuant tothe mandatory redemption provisions of such Note), the Indenture Trustee maywithhold the notice if and so long as a committee of its Responsible Officers ingood faith determines that withholding the notice is in the interests ofNoteholders and any Swap Counterparty. Except as provided in the first sentenceof this Section 6.5, in no event shall the Indenture Trustee be deemed to haveknowledge of a Default or an Event of Default.

SECTION 6.6 Reports by Indenture Trustee to Noteholders. TheIndenture Trustee shall deliver to each Noteholder (and to each Person who was aNoteholder at any time during the applicable calendar year) such information asmay be required to enable such holder to prepare its Federal and state incometax returns. Within 60 days after each December 31 beginning with the December31 following the date of this Indenture, the Indenture Trustee shall mail toeach Noteholder a brief report as of such December 31 that complies with TIASection 313(a) if required by said section. The Indenture Trustee shall alsocomply with TIA Section 313(b). A copy of each such report required pursuant toTIA Section 313(a) or (b) shall, at the time of such transaction to Noteholders,be filed by the Indenture Trustee with the Commission and with each securitiesexchange, if any, upon which the Notes are listed, provided that the Issuer haspreviously notified the Indenture Trustee of such listing.



SECTION 6.7 Compensation and Indemnity. The Issuer shall causethe Depositor to pay to the Indenture Trustee reasonable compensation for itsservices in accordance with a separate agreement between the Depositor and theIndenture Trustee and shall cause the Depositor to reimburse the IndentureTrustee for all reasonable out-of-pocket expenses incurred or made by it asprovided in such separate agreement. The Indenture Trustee's compensation

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shall not be limited by any law on compensation of a trustee of an expresstrust. The Issuer shall cause the Administrator to indemnify the IndentureTrustee and its directors, officers, employees and agents against any and allloss, liability or expense (including attorneys' fees) incurred by it inconnection with the administration of this trust and the performance of itsduties hereunder and under the other Basic Documents. The Indenture Trusteeshall notify the Issuer and the Administrator promptly of any claim for which itmay seek indemnity. Failure by the Indenture Trustee to so notify the Issuer andthe Administrator shall not relieve the Issuer or the Administrator of itsobligations hereunder and under the other Basic Documents. The Issuer shallcause the Administrator to defend the claim and the Administrator shall not beliable for the legal fees and expenses of the Indenture Trustee after it hasassumed such defense; provided, however, that, in the event that there may be aconflict between the positions of the Indenture Trustee and the Administrator inconducting the defense of such claim, the Indenture Trustee shall be entitled toseparate counsel acceptable to it in its sole discretion the reasonable fees andexpenses of which shall be paid by the Administrator on behalf of the Issuer.Neither the Issuer nor the Administrator need reimburse any expense or indemnifyagainst any loss, liability or expense incurred by the Indenture Trustee throughthe Indenture Trustee's own willful misconduct, negligence or bad faith.

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

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

(i) the Indenture Trustee fails to comply with Section6.11;

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

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

(iv) the Indenture Trustee otherwise becomes incapable ofacting.

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

A successor Indenture Trustee shall deliver a writtenacceptance of its appointment to the retiring Indenture Trustee and to theIssuer. Thereupon the resignation or



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removal of the retiring Indenture Trustee shall become effective, and thesuccessor Indenture Trustee shall have all the rights, powers and duties of theIndenture Trustee under this Indenture. The successor Indenture Trustee shallmail a notice of its succession to Noteholders. The retiring Indenture Trusteeshall promptly transfer all property held by it as Indenture Trustee to thesuccessor Indenture Trustee.

If a successor Indenture Trustee does not take office within60 days after the retiring Indenture Trustee resigns or is removed, the retiringIndenture Trustee, the Issuer or the Noteholders of at least a majority inOutstanding Amount of the Notes may petition any court of competent jurisdictionfor the appointment of a successor Indenture Trustee. The successor IndentureTrustee shall give notice of its appointment as successor Indenture Trustee tothe Rating Agencies.

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

Notwithstanding the replacement of the Indenture Trusteepursuant to this Section, the Issuer's and the Administrator's obligations underSection 6.7 shall continue for the benefit of the retiring Indenture Trustee.

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

In case at the time such successor or successors by merger,conversion or consolidation to the Indenture Trustee shall succeed to the trustscreated by this Indenture any of the Notes shall have been authenticated but notdelivered, any such successor to the Indenture Trustee may adopt the certificateof authentication of any predecessor trustee, and deliver such Notes soauthenticated; and in case at that time any of the Notes shall not have beenauthenticated, any successor to the Indenture Trustee may authenticate suchNotes either in the name of any predecessor hereunder or in the name of thesuccessor to the Indenture Trustee; and in all such cases such certificatesshall have the full force which it is anywhere in the Notes or in this Indentureprovided that the certificate of the Indenture Trustee shall have.

SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Indenture, at anytime, for the purpose of meeting any legal requirement of any jurisdiction inwhich any part of the Indenture Trust Estate may at the time be located, theIndenture Trustee shall have the power and may execute and deliver allinstruments to appoint one or more Persons to act as a co-trustee orco-trustees, or separate trustee or separate trustees, of all or any part of theIndenture Trust Estate, and to vest in such Person or Persons, in such capacityand for the benefit of the Noteholders,

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such title to the Indenture Trust Estate, or any part hereof, and, subject tothe other provisions of this Section, such powers, duties, obligations, rightsand trusts as the Indenture Trustee may consider necessary or desirable. No suchappointment shall relieve the Indenture Trustee of its obligations hereunder. Noco-trustee or separate trustee hereunder shall be required to meet the terms ofeligibility as a successor trustee under Section 6.11 and no notice toNoteholders of the appointment of any co-trustee or separate trustee shall be



required under Section 6.8 hereof.

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

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

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

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

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

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

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SECTION 6.11 Eligibility; Disqualification. The IndentureTrustee shall at all times satisfy the requirements of TIA Section 310(a), therequirements of an "eligible lender" under 20 USC Section 1085(d) and therequirements of Rule 3a-7(4)(i) of the General Rules and Regulations under theInvestment Company Act of 1940, as amended. The Indenture Trustee shall have acombined capital and surplus of at least $50,000,000 as set forth in its mostrecent published annual report of condition and it shall have a long-term seniorunsecured debt rating of not less than investment grade by each of the RatingAgencies. The Indenture Trustee shall comply with TIA Section 310(b), includingthe optional provision permitted by the second sentence of TIA Section310(b)(9); provided, however, that there shall be excluded from the operation ofTIA Section 310(b)(1) any indenture or indentures under which other securitiesof the Issuer are outstanding if the requirements for such exclusion set forthin TIA Section 310(b)(1) are met.

SECTION 6.12 Preferential Collection of Claims Against theIssuer. The Indenture Trustee shall comply with TIA Section 311(a), excludingany creditor relationship listed in TIA Section 311(b). An Indenture Trusteewho has resigned or been removed shall be subject to TIA Section 311(a) to the



extent indicated.

ARTICLE VII

Noteholders' Lists and Reports

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

SECTION 7.2 Preservation of Information; Communications toNoteholders. The Indenture Trustee shall preserve, in as current a form as isreasonably practicable, the names and addresses of the Noteholders contained inthe most recent list furnished to the Indenture Trustee as provided in Section7.1 and the names and addresses of Noteholders received by the Indenture Trusteein its capacity as Note Registrar. The Indenture Trustee may destroy any listfurnished to it as provided in such Section 7.1 upon receipt of a new list sofurnished.

(a) Noteholders may communicate pursuant to TIA Section 312(b)with other Noteholders with respect to their rights under this Indenture orunder the Notes. Upon receipt by the Indenture Trustee of any request by threeor more Noteholders or by one or more holders of Notes evidencing not less than25% of the Outstanding Amount of the Notes to receive a copy of the current listof Noteholders (whether or not made pursuant to TIA Section 312(b)), theIndenture Trustee shall promptly notify the Administrator thereof by providingto the Administrator a copy of such request and a copy of the list ofNoteholders produced in response thereto.

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(b) The Issuer, the Indenture Trustee and the Note Registrar shallhave the protection of TIA Section 312(c).

(c) On each Distribution Date the Indenture Trustee shall provideto each Noteholder of record as of the related Record Date the informationprovided by the Administrator to the Indenture Trustee on the relatedDetermination Date pursuant to Section 2.11 of the Administration Agreement.

(d) The Indenture Trustee shall furnish to the Noteholderspromptly upon receipt of a written request therefor, duplicates or copies of allreports, notices, requests, demands, certificates, financial statements and anyother instruments furnished to the Indenture Trustee under the Basic Documents.The Indenture Trustee shall furnish to the Noteholders promptly upon receiptthereof from the Eligible Lender Trustee notice of any amendment of theAdministration Agreement pursuant to Section 8.5 of the AdministrationAgreement.

SECTION 7.3 Reports by Issuer.

(a) The Issuer shall:

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

(ii) file with the Indenture Trustee and the Commission in



accordance with rules and regulations prescribed from time to time by theCommission such additional information, documents and reports with respect tocompliance by the Issuer with the conditions and covenants of this Indenture asmay be required from time to time by such rules and regulations; and

(iii) supply to the Indenture Trustee (and the IndentureTrustee shall transmit by mail to all Noteholders described in TIA Section313(c)) such summaries of any information, documents and reports required to befiled by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) asmay be required by rules and regulations prescribed from time to time by theCommission.

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

ARTICLE VIII

Accounts, Disbursements and Releases

SECTION 8.1 Collection of Money. Except as otherwise expresslyprovided herein, the Indenture Trustee may demand payment or delivery of, andshall receive and collect, directly and without intervention or assistance ofany fiscal agent or other intermediary, all money and other property payable toor receivable by the Indenture Trustee pursuant to this

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Indenture. The Indenture Trustee shall apply all such money received by it onbehalf of Noteholders and any Swap Counterparty pursuant to the AdministrationAgreement as provided in this Indenture. Except as otherwise expressly providedin this Indenture, if any default occurs in the making of any payment orperformance under any agreement or instrument that is part of the IndentureTrust Estate, the Indenture Trustee may take such action as may be appropriateto enforce such payment or performance, including the institution andprosecution of appropriate Proceedings. Any such action shall be withoutprejudice to any right to claim a Default under this Indenture and any right toproceed thereafter as provided in Article V.

SECTION 8.2 Trust Accounts. (a) On or prior to the ClosingDate, the Issuer shall cause the Administrator to establish and maintain, in thename of the Indenture Trustee, for the benefit of the Noteholders and any SwapCounterparty the Trust Accounts as provided in Section 2.3 of the AdministrationAgreement.

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

SECTION 8.3 General Provisions Regarding Accounts. (a) So longas no Default shall have occurred and be continuing, all or a portion of thefunds in the Trust Accounts shall be invested in Eligible Investments andreinvested by the Indenture Trustee upon Issuer Order, subject to the provisionsof Section 2.3(b) of the Administration Agreement. All income or other gain frominvestments of moneys deposited in the Trust Accounts shall be deposited by theIndenture Trustee in the Collection Account, and any loss resulting from suchinvestments shall be charged to such Trust Account. The Issuer will not directthe Indenture Trustee to make any investment of any funds or to sell anyinvestment held in any of the Trust Accounts unless the security interestgranted and perfected in such account will continue to be perfected in suchinvestment or the proceeds of such sale, in either case without any furtheraction by any Person, and, in connection with any direction to the IndentureTrustee to make any such investment or sale, if requested by the IndentureTrustee, the Issuer shall deliver to the Indenture Trustee an Opinion ofCounsel, acceptable to the Indenture Trustee, to such effect.



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

(c) If (i) the Issuer shall have failed to give investmentdirections for any funds on deposit in the Trust Accounts to the IndentureTrustee by 10:00 a.m. Eastern Time (or such other time as may be agreed by theIssuer and Indenture Trustee) on any Business Day; or (ii) a Default shall haveoccurred and be continuing with respect to the Notes but the Notes shall nothave been

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declared due and payable pursuant to Section 5.2, or, if such Notes shall havebeen declared due and payable following an Event of Default, amounts collectedor receivable from the Indenture Trust Estate are being applied in accordancewith Section 5.5 as if there had not been such a declaration; then the IndentureTrustee shall invest and reinvest funds in the Trust Accounts in the EligibleInvestments described in clause (d) of the definition thereof.

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

(b) The Indenture Trustee shall, at such time as there are noNotes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7have been paid, subject to the interest therein of any Swap Counterparty,release any remaining portion of the Indenture Trust Estate that secured theNotes from the lien of this Indenture and release to the Issuer or any otherPerson entitled thereto any funds then on deposit in the Trust Accounts. TheIndenture Trustee shall release property from the lien of this Indenturepursuant to this Section 8.4(b) only upon receipt of an Issuer Requestaccompanied by an Officers' Certificate of the Issuer, an Opinion of Counsel and(if required by the TIA) Independent Certificates in accordance with TIASections 314(c) and 314(d)(1) meeting the applicable requirements of Section11.1.

(c) Each Noteholder, by the acceptance of a Note, acknowledgesthat from time to time the Indenture Trustee shall release the lien of thisIndenture on any Trust Student Loan to be sold to (i) the Depositor inaccordance with Section 6 of the Sale Agreement, (ii) to the Servicer inaccordance with Section 3.5 of the Servicing Agreement, (iii) to SLMA inaccordance with Section 6 of the SLMA Purchase Agreement, and (iv) to SLM ELC inaccordance with Section 6 of the SLM ELC Purchase Agreement, and eachNoteholder, by the acceptance of a Note, consents to any such release.

SECTION 8.5 Opinion of Counsel. The Indenture Trustee shallreceive at least seven days' notice when requested by the Issuer to take anyaction pursuant to Section 8.4(a), accompanied by copies of any instrumentsinvolved, and the Indenture Trustee shall also require, except in connectionwith any action contemplated by Section 8.4(c), as a condition to such action,an Opinion of Counsel, in form and substance satisfactory to the IndentureTrustee, stating the legal effect of any such action, outlining the stepsrequired to complete the same, and concluding that all conditions precedent tothe taking of such action have been complied with and such action will notmaterially and adversely impair the security for the Notes or the rights of the



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

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ARTICLE IX

Supplemental Indentures

SECTION 9.1 Supplemental Indentures Without Consent ofNoteholders. Without the consent of any Noteholders but with prior notice to theRating Agencies, the Issuer and the Indenture Trustee, when authorized by anIssuer Order, at any time and from time to time, may enter into one or moreindentures supplemental hereto (which shall conform to the provisions of theTrust Indenture Act as in force at the date of the execution thereof), in formsatisfactory to the Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any propertyat any time subject to the lien of this Indenture, or better to assure, conveyand confirm unto the Indenture Trustee any property subject or required to besubjected to the lien of this Indenture, or to subject to the lien of thisIndenture additional property;

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

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

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

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

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

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

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

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(b) The Issuer and the Indenture Trustee, when authorized by anIssuer Order, may, also without the consent of any of the Noteholders but withprior notice to any Swap Counterparty and the Rating Agencies, enter into an



indenture or indentures supplemental hereto for the purpose of adding anyprovisions to, or changing in any manner or eliminating any of the provisionsof, this Indenture or of modifying in any manner the rights of the Noteholdersor any Swap Counterparty under this Indenture; provided, however, that suchaction shall not, as evidenced by an Opinion of Counsel, adversely affect in anymaterial respect the interests of any Noteholder or any Swap Counterparty.

SECTION 9.2 Supplemental Indentures with Consent ofNoteholders. The Issuer and the Indenture Trustee, when authorized by an IssuerOrder, also may, with prior notice to any Swap Counterparty and the RatingAgencies and with the consent of the Noteholders of at least a majority of theOutstanding Amount of the Notes, by Act of such Noteholders delivered to theIssuer and the Indenture Trustee, enter into an indenture or indenturessupplemental hereto for the purpose of adding any provisions to, or changing inany manner or eliminating any of the provisions of, this Indenture or ofmodifying in any manner the rights of the Noteholders under this Indenture;provided, however, that no such supplemental indenture shall, without theconsent of the Noteholder of each Outstanding Note affected thereby:

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

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

(iii) modify or alter the provisions of the proviso to thedefinition of the term "Outstanding";

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

(v) modify any provision of this Section except toincrease any percentage specified herein or to provide that certain additionalprovisions of this Indenture or the other

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Basic Documents cannot be modified or waived without the consent of theNoteholder of each Outstanding Note affected thereby;

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

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



or deprive any Noteholder of any Note of the security provided by the lien ofthis Indenture.

It shall not be necessary for any Act of Noteholders underthis Section to approve the particular form of any proposed supplementalindenture, but it shall be sufficient if such Act shall approve the substancethereof.

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

SECTION 9.3 Execution of Supplemental Indentures. Inexecuting, or permitting the additional trusts created by, any supplementalindenture permitted by this Article IX or the modifications thereby of thetrusts created by this Indenture, the Indenture Trustee shall be entitled toreceive, and subject to Sections 6.1 and 6.2, shall be fully protected inrelying upon, an Opinion of Counsel stating that the execution of suchsupplemental indenture is authorized or permitted by this Indenture. TheIndenture Trustee may, but shall not be obligated to, enter into any suchsupplemental indenture that affects the Indenture Trustee's own rights, duties,liabilities or immunities under this Indenture or otherwise.

SECTION 9.4 Effect of Supplemental Indenture. Upon theexecution of any supplemental indenture pursuant to the provisions hereof, thisIndenture shall be and be deemed to be modified and amended in accordancetherewith with respect to the Notes affected thereby, and the respective rights,limitations of rights, obligations, duties, liabilities and immunities underthis Indenture of the Indenture Trustee, the Issuer and the Noteholders shallthereafter be determined, exercised and enforced hereunder subject in allrespects to such modifications and amendments, and all the terms and conditionsof any such supplemental indenture shall be and be deemed to be part of theterms and conditions of this Indenture for any and all purposes.

SECTION 9.5 Conformity with Trust Indenture Act. Everyamendment of this Indenture and every supplemental indenture executed pursuantto this Article IX shall conform to

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the requirements of the Trust Indenture Act as then in effect so long as thisIndenture shall then be qualified under the Trust Indenture Act.

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

ARTICLE X

Redemption of Notes

SECTION 10.1 Redemption. The Indenture Trustee shall, uponreceipt of written notice from the Servicer pursuant to Section 6.1(b) of theAdministration Agreement, give prompt written notice to the Noteholders of theoccurrence of such event. In the event that the assets of the Trust are soldpursuant to Section 6.1(a) of the Administration Agreement, that portion of theamounts on deposit in the Trust Accounts to be distributed to the Noteholdersshall be paid to the Noteholders as provided in Sections 2.7 and 2.8. If amounts



are to be paid to Noteholders pursuant to this Section 10.1, the notice of suchevent from the Indenture Trustee to the Noteholders shall include notice of theredemption of Notes by application of such amounts on the next Distribution Datewhich is not sooner than 15 days after the date of such notice (the "RedemptionDate"), whereupon all such amounts shall be payable on the Redemption Date.

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

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price; and

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

Notice of redemption of the Notes shall be given by theIndenture Trustee in the name and at the expense of the Issuer. Failure to givenotice of redemption, or any defect therein, to any Noteholder of any Note shallnot impair or affect the validity of the redemption of any other Note.

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

ARTICLE XI

Miscellaneous

SECTION 11.1 Compliance Certificates and Opinions, etc. (a)Upon any application or request by the Issuer to the Indenture Trustee to takeany action under any provision of this Indenture, the Issuer shall furnish tothe Indenture Trustee and the Rating Agencies (i) an Officers' Certificate ofthe Issuer stating that all conditions precedent, if any, provided for in thisIndenture relating to the proposed action have been complied with, (ii) anOpinion of Counsel stating that in the opinion of such counsel all suchconditions precedent, if any, have been complied with and (iii) (if required bythe TIA) an Independent Certificate from a firm of certified public accountantsmeeting the applicable requirements of this Section, except that, in the case ofany such application or request as to which the furnishing of such documents isspecifically required by any provision of this Indenture, no additionalcertificate or opinion need be furnished.

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

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

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

(iii) a statement that, in the opinion of each suchsignatory, such signatory has made such examination or investigation as is



necessary to enable such signatory to express an informed opinion as to whetheror not such covenant or condition has been complied with; and

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

(b) (i) Prior to the deposit of any Collateral or otherproperty or securities with the Indenture Trustee that is to be made the basisfor the release of any property or securities subject to the lien of thisIndenture, the Issuer shall, in addition to any obligation imposed in Section11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee and theRating Agencies an Officers' Certificate of the Issuer certifying or stating theopinion of each person signing such certificate as to the fair value (within 90days of such deposit) to the Issuer of the Collateral or other property orsecurities to be so deposited.

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(ii) Whenever the Issuer is required to furnish to theIndenture Trustee and the Rating Agencies an Officers' Certificate of the Issuercertifying or stating the opinion of any signer thereof as to the mattersdescribed in clause (i) above, the Issuer shall also deliver to the IndentureTrustee an Independent Certificate as to the same matters, if the fair value tothe Issuer of the securities to be so deposited and of all other such securitiesmade the basis of any such withdrawal or release since the commencement of thethen-current fiscal year of the Issuer, as set forth in the certificatesdelivered pursuant to clause (i) above and this clause (ii), is 10% or more ofthe Outstanding Amount of the Notes, but such a certificate need not befurnished with respect to any securities so deposited, if the fair value thereofto the Issuer as set forth in the related Officers' Certificate is less than$25,000 or less than one percent of the Outstanding Amount of the Notes.

(iii) Other than any property released as contemplated byclause (v) below, whenever any property or securities are to be released fromthe lien of this Indenture, the Issuer shall also furnish to the IndentureTrustee an Officers' Certificate of the Issuer certifying or stating the opinionof each person signing such certificate as to the fair value (within 90 days ofsuch release) of the property or securities proposed to be released and statingthat in the opinion of such person the proposed release will not impair thesecurity under this Indenture in contravention of the provisions hereof.

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

(v) Notwithstanding Section 2.9 or any other provision ofthis Section, the Issuer may, without compliance with the requirements of theother provisions of this Section, (A) collect, liquidate, sell or otherwisedispose of Trust Student Loans as and to the extent permitted or required by theBasic Documents, (B) make cash payments out of the Trust Accounts as and to theextent permitted or required by the Basic Documents and (C) convey to theDepositor, the Servicer or another eligible lender those specified Trust StudentLoans as and to the extent permitted or required by and in accordance withSection 8.4(c) hereof and Section 6 of the Sale Agreement, Section 3.5 of theServicing Agreement or Section 3.11E of the Servicing Agreement, respectively,so long as the Issuer shall deliver to the Indenture Trustee every six months,commencing December 31, 2004, an Officers' Certificate of the Issuer statingthat all the dispositions of Collateral described in clauses (A), (B) or (C)



above that occurred during the immediately preceding six calendar months were inthe ordinary course of the Issuer's business and that the proceeds thereof wereapplied in accordance with the Basic Documents.

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

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

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

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

SECTION 11.3 Acts of Noteholders. (a) Any request, demand,authorization, direction, notice, consent, waiver or other action provided bythis Indenture to be given or taken by Noteholders may be embodied in andevidenced by one or more instruments of substantially similar tenor signed bysuch Noteholders in person or by agents duly appointed in writing; and except asherein otherwise expressly provided such action shall become effective when suchinstrument or instruments are delivered to the Indenture Trustee, and, where itis hereby expressly required, to the Issuer. Such instrument or instruments (andthe action embodied therein and evidenced thereby) are herein sometimes referredto as the "Act" of the Noteholders signing such instrument or instruments. Proofof execution of any such instrument or of a writing appointing any such agentshall be sufficient for any purpose of this Indenture and (subject to Section6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in themanner provided in this Section.

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



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

(d) Any request, demand, authorization, direction, notice,consent, waiver or other action by any Noteholder shall bind the Noteholder ofevery Note issued upon registration of transfer thereof or in exchange thereforor in lieu thereof, in respect of anything done, omitted or suffered to be doneby the Indenture Trustee or the Issuer in reliance thereon, whether or notnotation of such action is made upon such Note.

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

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

(b) The Issuer by the Indenture Trustee or by any Noteholder shallbe sufficient for every purpose hereunder if in writing and mailed, first-class,postage prepaid, to the Issuer addressed to: SLM Student Loan Trust 2004-2, incare of Chase Manhattan Bank USA, National Association, Christiana Center/OPS4,500 Stanton Christiana Road, Newark, Delaware 19713, Attention: Corporate TrustDepartment; with copies to JPMorgan Chase Bank, 450 West 33rd Street 15th Fl.,New York, New York 10001, Attention: Structured Finance Services; and theAdministrator, 11600 Sallie Mae Drive, Reston, Virginia 20193, Attention: ABSTrust Administration, or any other address previously furnished in writing tothe Indenture Trustee by the Issuer or the Administrator. The Issuer shallpromptly transmit any notice received by it from the Noteholders to theIndenture Trustee.

Notices required to be given to the Rating Agencies by theIssuer, the Indenture Trustee or the Eligible Lender Trustee shall be inwriting, personally delivered or mailed by certified mail, return receiptrequested, to (i) in the case of Moody's, at the following address: ABSMonitoring Department, 99 Church Street, New York, New York 10007, (ii) in thecase of S&P, at the following address: 55 Water Street, New York, New York10041-0003, Attention: Asset Backed Surveillance Department, 32nd Floor, and(iii) in the case of Fitch, at the following address: One State Street Plaza,New York, New York 10004, Attention: Municipal Structured Finance Group; or asto each of the foregoing, at such other address as shall be designated bywritten notice to the other parties.

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

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



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

In case, by reason of the suspension of regular mail serviceas a result of a strike, work stoppage or similar activity, it shall beimpractical to mail notice of any event to Noteholders when such notice isrequired to be given pursuant to any provision of this Indenture, then anymanner of giving such notice as shall be satisfactory to the Indenture Trusteeshall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the RatingAgencies, failure to give such notice shall not affect any other rights orobligations created hereunder, and shall not under any circumstance constitute aDefault.

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

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

The provisions of TIA Sections 310 through 317 that imposeduties on any Person (including the provisions automatically deemed includedherein unless expressly excluded by this Indenture) are a part of and governthis Indenture, whether or not physically contained herein.

SECTION 11.8 Effect of Headings and Table of Contents. TheArticle and Section headings herein and the Table of Contents are forconvenience only and shall not affect the construction hereof.

53

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

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

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

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



rights.

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

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

SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUEDIN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITSCONFLICT OF LAW PROVISIONS (OTHER THAN SECTION -1401 OF THE NEW YORK GENERALOBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIESHEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14 Counterparts. This Indenture may be executed inany number of counterparts, each of which so executed shall be deemed to be anoriginal, but all such counterparts shall together constitute but one and thesame instrument.

SECTION 11.15 Recording of Indenture. If this Indenture issubject to recording in any appropriate public recording offices, such recordingis to be effected by the Issuer and at its expense accompanied by an Opinion ofCounsel (which may be counsel to the Indenture Trustee or any other counselreasonably acceptable to the Indenture Trustee) to the effect that suchrecording is necessary either for the protection of the Noteholders or any other

54

Person secured hereunder or for the enforcement of any right or remedy grantedto the Indenture Trustee under this Indenture.

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

SECTION 11.17 No Petition. The Indenture Trustee, by enteringinto this Indenture, and each Noteholder, by accepting a Note, hereby covenantand agree that they shall not at any time institute against the Depositor or theIssuer, or join in any institution against the Depositor or the Issuer of, anybankruptcy, reorganization, arrangement, insolvency, receivership or liquidationproceedings, or other proceedings under any United States Federal or statebankruptcy or similar law in connection with any obligations relating to theNotes, this Indenture or any of the other Basic Documents. The foregoing shall



not limit the rights of the Indenture Trustee to file any claim in, or otherwisetake any action with respect to, any insolvency proceeding that was institutedagainst the Issuer by any Person other than the Indenture Trustee.

SECTION 11.18 Inspection. The Issuer agrees that, onreasonable prior notice, it shall permit any representative of the IndentureTrustee, during the Issuer's normal business hours, to examine all the books ofaccount, records, reports, and other papers of the Issuer, to make copies andextracts therefrom, to cause such books to be audited by Independent certifiedpublic accountants, and to discuss the Issuer's affairs, finances and accountswith the Issuer's officers, employees, and Independent certified publicaccountants, all at such reasonable times and as often as may be reasonablyrequested. The Indenture Trustee shall and shall cause its representatives tohold in confidence all such information obtained from such examination orinspection except to the extent disclosure may be required by law (and allreasonable applications for confidential treatment are unavailing) and except tothe extent that the Indenture Trustee may reasonably determine that suchdisclosure is consistent with its obligations hereunder.

SECTION 11.19 Subordination. All rights and interest of eachCurrency Swap Counterparty in the security interest granted to the IndentureTrustee under this Indenture shall be fully subordinated to the interests of theNoteholders. No Currency Swap Counterparty shall

55

have any rights, implied or otherwise, in the Collateral until after theOutstanding Amount of the Notes has been reduced to zero and the Noteholdershave been paid all amounts owed to them under this Indenture. Notwithstandingthe foregoing, the provisions of this Section 11.19 shall not modify orotherwise affect the contractual priority of payments set forth in Section5.4(b) hereof or Section 2.8 of the Administration Agreement. More specifically,no Currency Swap Counterparty shall have any voting rights or rights to exerciseany remedies under this Indenture until after the Outstanding Amount of theNotes has been reduced to zero and the Noteholders have been paid all amountsowed to them under this Indenture. After the Outstanding Amount of the Notes hasbeen reduced to zero and the Noteholders have been paid all amounts owed to themunder this Indenture, each Currency Swap Counterparty shall have all of therights and obligations, including all voting rights, of the Noteholders setforth in this Indenture.

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

SLM STUDENT LOAN TRUST 2004-2

By: CHASE MANHATTAN BANK USA, NATIONALASSOCIATION, not in its individual capacity but solely asEligible Lender Trustee


CHASE MANHATTAN BANK USA, NATIONALASSOCIATION, not in its individual capacity but solely asEligible Lender Trustee


THE BANK OF NEW YORK,



not in its individual capacity but solelyas Indenture Trustee

By: /s/ ERIC A. LINDAHLName: Eric A. LindahlTitle: Agent

57

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

SLM FUNDING LLC


SLM CORPORATION

By: /s/ J. LANCE FRANKEName: J. Lance FrankeTitle: Authorized Agent

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APPENDIX A-1

DEFINITIONS AND USAGESERIES 2004-2

USAGE

The following rules of construction and usage shall be applicable toany instrument that is governed by this appendix (this "Appendix"):

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

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

(c) The words "hereof," "herein," "hereunder" and words of similarimport when used in an instrument refer to such instrument as a whole and not toany particular provision or subdivision thereof; references in an instrument to"Article," "Section" or another subdivision or to an attachment are, unless thecontext otherwise requires, to an article, section or subdivision of or anattachment to such instrument; and the term "including" means "including withoutlimitation."

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



(e) Any agreement, instrument or statute defined or referred tobelow or any agreement or instrument that is governed by this Appendix meanssuch agreement or instrument or statute as from time to time amended, modifiedor supplemented, including (in the case of agreements or instruments) byassignment, assumption, waiver or consent and (in the case of statutes) bysuccession of comparable successor statutes and includes (in the case ofagreements or instruments) references to all attachments thereto and instrumentsincorporated therein. References to a Person are also to its permittedsuccessors and assigns.

Appendix A-1-1

DEFINITIONS

"30/360" means that interest is calculated on the basis of a 360-dayyear consisting of twelve 30-day months.

"91-day Treasury Bill Rate" means, for any relevant Interest RateDetermination Date, prior to each Interest Rate Change Date, the rate equal tothe weighted average per annum discount rate (expressed as a bond equivalentyield and applied on a daily basis) for direct obligations of the United Stateswith a maturity of thirteen weeks ("91-day Treasury Bills") sold at theapplicable 91-day Treasury Bill auction, as published in H.15(519) or otherwiseor as reported by the U.S. Department of the Treasury. In the event that theresults of the auctions of 91-day Treasury Bills cease to be published orreported as provided above, or that no 91-day Treasury Bill auction is held in aparticular week, then the 91-day Treasury Bill Rate in effect as a result of thelast such publication or report will remain in effect until such time, if any,as the results of auctions of 91-day Treasury Bills will again be so publishedor reported or such auction is held, as the case may be. The 91-day TreasuryBill Rate will be subject to a Lock-In Period of six Business Days.

"Accrual Period" means, with respect to a Distribution Date and (i)each class of Notes bearing a floating rate of interest (including, withoutlimitation, the Floating Rate Notes), the period from and including theimmediately preceding Distribution Date for such class of Notes to but excludingthe then-current Distribution Date, or in the case of the initial such periodfor the Floating Rate Notes, the period from and including the Closing Date toand including April 25, 2004; provided that if more than one Interest RateChange Date occurs for the Reset Rate Notes bearing a floating rate of interestwithin any given Accrual Period, the rate of interest for the entire AccrualPeriod shall be as specified in the relevant Remarketing Terms Notice; and (ii)the Reset Rate Notes if they then bear a fixed rate of interest and (x) aredenominated in U.S. Dollars, the period from and including the 25th day of themonth of the last applicable Distribution Date, to and including the 24th day ofthe month of the then-current applicable Distribution Date for the Reset RateNotes, or (y) are denominated in a currency other than U.S. Dollars (includingduring the initial Reset Period), (A) the period from and including the 25th dayof the month of the last applicable Distribution Date, to and including the 24thday of the month of the then-current applicable Distribution Date or (B) asotherwise specified on the Schedule A for the Reset Rate Notes; provided,however, that the initial Accrual Period for the Reset Rate Notes will begin onthe Closing Date and end on April 24, 2005 and shall consist of 417 days.

"Accumulation Account" means the account designated as such,established and maintained pursuant to Section 2.3(j) of the AdministrationAgreement.

"Act" means the Securities Act of 1933, as amended.

"Actual/360" means that interest is calculated on the basis of theactual number of days elapsed in a year of 360 days.

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



Appendix A-1-2

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

"Actual/Actual (ISMA)" means a calculation in accordance with thedefinition of "Actual/Actual" adopted by the International Securities MarketAssociation ("ISMA"), which means that interest is calculated on the followingbasis:

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

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

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

(B) the number of days in such Accrual Periodfalling in the next Determination Period divided by theproduct of (x) the number of days in such Determination Periodand (y) the number of Distribution Dates that would occur inone calendar year;

where "Determination Period" means the period from and including one CalculationDate to but excluding the next Calculation Date and "Calculation Date" means, ineach year, each of those days in the calendar year that are specified herein asbeing the scheduled Distribution Dates.

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

"Adjusted Pool Balance" means, for any Distribution Date, (a) if thePool Balance as of the last day of the related Collection Period is greater than40% of the Initial Pool Balance, the sum of that Pool Balance, CapitalizedInterest and the Specified Reserve Account Balance for that Distribution Date or(b) if the Pool Balance as of the last day of the related Collection Period isless than or equal to 40% of the Initial Pool Balance, the sum of that PoolBalance and Capitalized Interest.

"Administration Agreement" means the Administration Agreement, dated asof March 4, 2004, among the Administrator, the Servicer, the Depositor, theTrust and the Eligible Lender Trustee, and as such agreement may be furtheramended or supplemented from time to time.

"Administration Fees" has the meaning specified in Section 2.14 of theAdministration Agreement.

Appendix A-1-3

"Administrator" means Sallie Mae, Inc., in its capacity asadministrator of the Trust in accordance with the Administration Agreement.

"Administrator Default" has the meaning specified in Section 5.1 of the



Administration Agreement.

"Administrator's Certificate" means an Officers' Certificate of theAdministrator delivered pursuant to Section 3.1(c) of the AdministrationAgreement.

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

"All Hold Rate" means, if the Reset Rate Notes are denominated in U.S.Dollars during the then-current Reset Period and the immediately following ResetPeriod, the applicable Index plus or minus the Spread (if the Reset Rate Notesare in floating rate mode) or the applicable fixed rate, which may be expressedas the fixed rate pricing benchmark plus or minus a spread (if the Reset RateNotes are in fixed rate mode), that the Remarketing Agents, in consultation withthe Administrator, determine will be effective, unless the Call Option isexercised, in the event that 100% of the Reset Rate Noteholders choose to holdtheir Notes for the upcoming Reset Period. The All Hold Rate shall be a ratethat the Remarketing Agents, in consultation with the Administrator, and intheir good faith determination, believe would result in the remarketing of allof the Reset Rate Notes at a price equal to 100% of the Outstanding Amountthereof.

"Authorized Officer" means (i) with respect to the Trust, any officerof the Eligible Lender Trustee who is authorized to act for the Eligible LenderTrustee in matters relating to the Trust pursuant to the Basic Documents and whois identified on the list of Authorized Officers delivered by the EligibleLender Trustee to the Indenture Trustee on the Closing Date (as such list may bemodified or supplemented from time to time thereafter), (ii) with respect to theAdministrator, any officer of the Administrator or any of its Affiliates who isauthorized to act for the Administrator in matters relating to itself or to theTrust and to be acted upon by the Administrator pursuant to the Basic Documentsand who is identified on the list of Authorized Officers delivered by theAdministrator to the Indenture Trustee on the Closing Date (as such list may bemodified or supplemented from time to time thereafter), (iii) with respect tothe Depositor, any officer of the Depositor or any of its Affiliates who isauthorized to act for the Depositor in matters relating to or to be acted uponby the Depositor pursuant to the Basic Documents and who is identified on thelist of Authorized Officers delivered by the Depositor to the Indenture Trusteeon the Closing Date (as such list may be modified or supplemented from time totime thereafter) and (iv) with respect to the Servicer, any officer of theServicer who is authorized to act for the Servicer in matters relating to or tobe acted upon by the Servicer pursuant to the Basic Documents and who isidentified on the list of Authorized Officers delivered by the Servicer to theIndenture Trustee on the Closing Date (as such list may be modified orsupplemented from time to time thereafter).

Appendix A-1-4

"Available Funds" means, as to a Distribution Date or any relatedMonthly Servicing Payment Date, the sum of the following amounts received withrespect to the related Collection Period or, in the case of a Monthly ServicingPayment Date, the applicable portion of these amounts:

(a) all collections on the Trust Student Loans (includingfor this purpose, as to the first Distribution Date, the Collection AccountInitial Deposit), including any Guarantee Payments received on the Trust StudentLoans, but net of:

(1) any collections in respect of principal onthe Trust Student Loans applied by the Trust to repurchaseguaranteed loans from the Guarantors under the Guarantee



Agreements, and

(2) amounts required by the Higher Education Actto be paid to the Department or to be repaid to borrowers,whether or not in the form of a principal reduction of theapplicable Trust Student Loan, on the Trust Student Loans forthat Collection Period including Consolidation Loan rebatefees;

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

(c) all Liquidation Proceeds from any Trust Student Loanswhich became Liquidated Student Loans during that Collection Period inaccordance with the Servicer's customary servicing procedures, net of expensesincurred by the Servicer related to their liquidation and any amounts requiredby law to be remitted to the borrowers on the Liquidated Student Loans, and allRecoveries on Liquidated Student Loans which were written off in priorCollection Periods or during that Collection Period;

(d) the aggregate Purchase Amounts received during thatCollection Period for those Trust Student Loans repurchased by the Depositor orpurchased by the Servicer or for Trust Student Loans sold to another eligiblelender pursuant to Section 3.11E of the Servicing Agreement;

(e) the aggregate Purchase Amounts received during thatCollection Period for those Trust Student Loans purchased by either SLMA or SLMELC;

(f) the aggregate amounts, if any, received from any ofSLMA, SLM ELC, the Depositor or the Servicer, as the case may be, asreimbursement of nonguaranteed interest amounts, or lost Interest SubsidyPayments and Special Allowance Payments, on the Trust Student Loans pursuant tothe Sale Agreement or Section 3.5 of the Servicing Agreement, respectively;

(g) amounts received by the Trust pursuant to Sections3.1 and 3.12 of the Servicing Agreement during that Collection Period as toyield or principal adjustments;

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

Appendix A-1-5

(i) Investment Earnings for that Distribution Date earnedon amounts on deposit in each Trust Account (other than the AccumulationAccount, the Euro Account or any Other Currency Account);

(j) Investment Earnings actually received by the Trustfor that Distribution Date, earned on amounts on deposit in the AccumulationAccount;

(k) amounts transferred from the Remarketing Fee Accountin excess of the sum of the Reset Period Target Amounts for that DistributionDate;

(l) payments received under the Interest Rate CapAgreement;

(m) amounts transferred from the Reserve Account inexcess of the Specified Reserve Account Balance as of that Distribution Date;

(n) the Investment Premium Purchase Account ReleaseAmount transferred from the Investment Premium Purchase Account on thatDistribution Date;



(o) all amounts on deposit in the Investment ReserveAccount not transferred to an Accumulation Account to offset realized losses onEligible Investments actually incurred by the Trust as of that DistributionDate;

(p) all amounts received by the Trust from any SwapCounterparty for deposit into the Collection Account, but only to the extentpaid in U.S. Dollars during that Collection Period;

(q) all amounts on deposit in the Supplemental InterestAccount;

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

(s) on the April 2005 Distribution Date, all funds then on depositin the Capitalized Interest Account that are transferred into theCollection Account on that Distribution Date;

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

Appendix A-1-6

pay such items, and the Available Funds for the succeeding Distribution Datewill be adjusted accordingly.

"Basic Documents" means the Trust Agreement, the Indenture, theServicing Agreement, the Administration Agreement, the Sale Agreement, the SLMAPurchase Agreement, the SLM ELC Purchase Agreement, the Guarantee Agreements,the Note Depository Agreements, any Remarketing Agreement, any Swap Agreements(including the Interest Rate Cap Agreement, the Class A-5 Swap Agreement and theInitial Class A-6 Currency Swap Agreement) and other documents and certificatesdelivered in connection with any such documents.

"Benefit Plan" has the meaning specified in Exhibit C to the TrustAgreement.

"Bill of Sale" has the meaning specified in any of the PurchaseAgreements or the Sale Agreement, as applicable.

"Book-Entry Note" means a beneficial interest in the Notes, ownershipand transfers of which shall be made through book entries by a Clearing Agencyas described in Section 2.10 of the Indenture.

"Business Day" means (i) with respect to calculating LIBOR of aspecified maturity, any day on which banks in New York, New York and London,England are open for the transaction of international business and makingpayments in respect of the Class A-5 Notes and the Reset Rate Notes denominatedin a non-U.S. dollar currency; (ii) with respect to calculating EURIBOR of aspecified maturity, any day on which TARGET and banks in New York, New York areopen for the transaction of international business and making payments inrespect of the Class A-5 Notes and the Reset Rate Notes denominated in anon-U.S. Dollar currency; and (iii) for all other purposes, any day other than a



Saturday, a Sunday or a day on which banking institutions or trust companies inNew York, New York or Wilmington, Delaware are authorized or obligated by law,regulation or executive order to remain closed.

"Call Option" means, the option assigned by the Depositor to SLMCorporation which may be further assigned by SLM Corporation to one of itssubsidiaries as a permitted transferee (provided, that no such subsidiary shallpossess the Call Option if it at any time owned an interest in any of the TrustStudent Loans) to purchase 100% of the Reset Rate Notes in their entirety as oftheir Reset Date, exercisable at a price equal 100% of the Outstanding Amount ofthe Reset Rate Notes, less all amounts distributed to the Reset Rate Noteholdersas a payment of principal in respect of the related Distribution Date, plus anyaccrued and unpaid interest not paid by the Trust in respect of the relatedDistribution Date, and pursuant to the terms and conditions set forth in theReset Rate Note Procedures.

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

Appendix A-1-7

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

"Capitalized Interest" means for any Distribution Date through andincluding the April 2005 Distribution Date:

(a) if neither of the conditions set forth in Section 2.10(a) ofthe Administration Agreement are in effect, the amount ondeposit in the Capitalized Interest Account on theDistribution Date following distributions with respect toclauses (d)(1), (d)(2) and (e) of Section 2.8 of theAdministration Agreement, or

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

"Capitalized Interest Account" means the account designated as such,established and maintained pursuant to Section 2.3(h) of the AdministrationAgreement.

"Capitalized Interest Account Initial Deposit" means $34,000,000.

"Carryover Servicing Fee" has the meaning specified in Attachment A tothe Servicing Agreement.

"Class A Note" means, a Class A-1 Note, a Class A-2 Note, a Class A-3Note, a Class A-4 Note, a Class A-5 Note or a Class A-6 Note.



"Class A Note Interest Shortfall" means, for any Distribution Date, theexcess of (x) the Class A Noteholders' Interest Distribution Amount on thepreceding Distribution Date, over (y) the amount of interest actuallydistributed to the Class A Noteholders, the Class A-5 Swap Counterparty or theClass A-6 Currency Swap Counterparty, as applicable, on the precedingDistribution Date, plus (2) interest on the amount of that excess, to the extentpermitted by law, at the interest rate applicable for each such Class of Notesfrom the preceding Distribution Date to the current Distribution Date.

"Class A Note Principal Shortfall" means, as of the close of anyDistribution Date, the excess of (i) the Class A Noteholders' PrincipalDistribution Amount on that Distribution Date, over (ii) the amount of principalactually distributed or allocated to the Class A Noteholders or deposited intothe Accumulation Account on such Distribution Date.

Appendix A-1-8

"Class A Noteholder" means the Person in whose name a Class A Note isregistered in the Note Register.

"Class A Noteholders' Distribution Amount" means, for any DistributionDate, the sum of the Class A Noteholders' Interest Distribution Amount and theClass A Noteholders' Principal Distribution Amount for that Distribution Date.

"Class A Noteholders' Interest Distribution Amount" means, for anyDistribution Date, the sum of: (1) the amount of interest accrued at the ClassA-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the ClassA-5 Rate or the Class A-6 Rate, as applicable, for the related Accrual Period onthe Outstanding Amount of all classes of Class A Notes on the immediatelypreceding Distribution Date(s) after giving effect to all principaldistributions to Class A Noteholders on that preceding Distribution Date or, inthe case of the first Distribution Date, on the Closing Date, and (2) the ClassA Note Interest Shortfall for that Distribution Date.

"Class A Noteholders' Principal Distribution Amount" means, for anyDistribution Date, the Principal Distribution Amount times the Class APercentage for that Distribution Date, plus any Class A Note Principal Shortfallas of the close of business on the preceding Distribution Date; provided thatthe Class A Noteholders' Principal Distribution Amount will not exceed theOutstanding Amount of the Class A Notes (less all amounts, other than InvestmentEarnings, on deposit in the Accumulation Account). In addition, on the Class A-1Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date, theClass A-4 Maturity Date, the Class A-5 Maturity Date or the Class A-6 MaturityDate, as applicable, the principal required to be distributed to the relatedClass A Noteholders will include the amount required to reduce the OutstandingAmount of that class to zero.

"Class A Notes" means the Floating Rate Class A Notes and the ResetRate Notes.

"Class A Percentage" means 100% minus the Class B Percentage.

"Class A-6 Currency Swap Agreement" means with respect to the ResetRate Notes in Foreign Exchange Mode, each Swap Agreement between the Trust andthe related Class A-6 Currency Swap Counterparty which (i) converts thesecondary market trade proceeds into U.S. Dollars received on the effective dateof such Swap Agreement (or, with respect to the Initial Class A-6 Currency SwapAgreement, converts all proceeds on the Closing Date from the sale of the ResetRate Notes to U.S. Dollars) (ii) converts all principal payments of U.S. Dollarsby the Trust to the Reset Rate Noteholders into the applicable currency, (iii)converts the interest rate on the Reset Rate Notes from a LIBOR-based rate to afixed or floating rate payable in the applicable currency, (iv) converts theU.S. Dollar equivalent of all secondary market trade proceeds received on theReset Date resulting in the successful remarketing of the Reset Rate Notes orthe exercise of the Call Option into the applicable currency for payment ofprincipal to the tendering Reset Rate Noteholders, and (v) pays to the Paying



Agent, on behalf of the Trust, for the benefit of the tendering Reset RateNoteholders, its required additional interest at the interest rate applicable tothe tendered Reset Rate Notes resulting from any required delay in Reset Datepayments through Euroclear and Clearstream.

Appendix A-1-9

"Class A-6 Currency Swap Counterparty" means each Eligible SwapCounterparty that is a party, in its capacity as swap counterparty, to therelated Class A-6 Currency Swap Agreement.

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

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


"Class A-4 Maturity Date" means the October 2019 Distribution Date.


"Class A-6 Maturity Date" means the July 2039 Distribution Date.

"Class A-1 Noteholder" means a Person in whose name a Class A-1 Note isregistered in the Note Register.






"Class A-1 Notes" means the $355,000,000 Floating Rate Class A-1Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A-1 thereto.




Appendix A-1-10

"Class A-5 Notes" means the (euro)500,000,000 Floating Rate Class A-5Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,substantially in the form of Exhibit A-5 thereto.

"Class A-6 Notes" means the (euro)500,000,000 Reset Rate Class A-6Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,



substantially in the form of Exhibit A-6 thereto.

"Class A-1 Rate" means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the related LIBORDetermination Date, minus 0.01%, based on an Actual/360 accrual method. For theinitial Accrual Period, the Class A-1 Rate shall mean the Initial Accrual Rateminus 0.01%, based on an Actual/360 accrual method.

"Class A-2 Rate" means, for any Accrual Period after the initialAccrual Period, Three-Month LIBOR, as determined on the related LIBORDetermination Date, plus 0.02%, based on an Actual/360 accrual method. For theinitial Accrual Period, the Class A-2 Rate shall mean the Initial Accrual Rateplus 0.02%, based on an Actual/360 accrual method.



"Class A-5 Rate" means, for any Accrual Period after the initialAccrual Period, Three-Month EURIBOR, as determined on the related EURIBORDetermination Date, plus 0.18%, based on an Actual/360 accrual method. For theinitial Accrual Period, the Class A-5 Rate shall mean the Initial Accrual Rateplus 0.18%, based on an Actual/360 accrual method.

"Class A-6 Rate" means, for any Accrual Period until and including theInitial Reset Date for the Class A-6 Notes, 4.40% per annum, based on anActual/Actual (ISMA) accrual method with the initial Accrual Period consistingof 417 days. The Class A-6 Rate shall be changed on each related Reset Date tothe interest rate and Day Count Basis that will be set forth in the noticerequired to be delivered by the Administrator and/or the Remarketing Agents oneach Remarketing Terms Determination Date and Spread Determination Date, asapplicable, pursuant to the procedures set forth in the Reset Rate NoteProcedures.

"Class A-5 Swap Agreement" means with respect to the Class A-5 Notes,each Swap Agreement between the Trust and the related Class A-5 SwapCounterparty which (i) converts all proceeds received from the sale of the ClassA-5 Notes on the Closing Date to U.S. Dollars, (ii) converts all principalpayments of U.S. Dollars by the Trust to the Class A-5 Noteholders into Euros,and (iii) converts the interest rate on the Class A-5 Notes from a LIBOR-basedrate to a EURIBOR-based rate payable in Euros.

Appendix A-1-11

"Class A-5 Swap Counterparty" means each Eligible Swap Counterpartythat is a party, in its capacity as swap counterparty, to the related Class A-5Swap Agreement.

"Class B Maturity Date" means the July 2039 Distribution Date.

"Class B Note Interest Shortfall" means, for any Distribution Date, (1)the excess of (x) the Class B Noteholders' Interest Distribution Amount on thepreceding Distribution Date, over (y) the amount of interest actuallydistributed to the Class B Noteholders on that preceding Distribution Date, plus(2) interest on the amount of that excess, to the extent permitted by law, atthe Class B Rate from that preceding Distribution Date to the currentDistribution Date.

"Class B Note Principal Shortfall" means, as of the close of any



Distribution Date, the excess of (x) the Class B Noteholders' PrincipalDistribution Amount on that Distribution Date over (y) the amount of principalactually distributed to the Class B Noteholders on that Distribution Date, plus(z) interest on the amount of the excess, to the extent permitted by law, at theClass B Rate from that preceding Distribution Date to the current DistributionDate.

"Class B Noteholder" means the Person in whose name a Class B Note isregistered in the Note Register.

"Class B Noteholders' Distribution Amount" means, for any DistributionDate, the sum of the Class B Noteholders' Interest Distribution Amount and theClass B Noteholders' Principal Distribution Amount for that Distribution Date.

"Class B Noteholders' Interest Distribution Amount" means, for anyDistribution Date, the sum of (1) the amount of interest accrued at the Class BRate for the related Accrual Period on the Outstanding Amount of the Class BNotes on the immediately preceding Distribution Date (or, in the case of thefirst Distribution Date, the Closing Date), after giving effect to all principaldistributions to Class B Noteholders on that preceding Distribution Date, and(2) the Class B Note Interest Shortfall for that Distribution Date.

"Class B Noteholders' Principal Distribution Amount" means, for anyDistribution Date, the Principal Distribution Amount times the Class BPercentage for that Distribution Date, plus any Class B Note Principal Shortfallas of the close of business on the preceding Distribution Date; provided thatthe Class B Noteholders' Principal Distribution Amount will not exceed theOutstanding Amount of the Class B Notes. In addition, on the Class B MaturityDate, the principal required to be distributed to the Class B Noteholders willinclude the amount required to reduce the Outstanding Amount of the Class BNotes to zero.

"Class B Notes" means the $92,245,000 Floating Rate Class B StudentLoan-Backed Notes issued by the Trust pursuant to the Indenture, substantiallyin the form of Exhibit A-7 thereto.

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

Appendix A-1-12

Outstanding Amount of the Notes, less all amounts (other than InvestmentEarnings) on deposit in the Accumulation Account, immediately prior to thatDistribution Date.

"Class B Rate" means, for any Accrual Period after the initial AccrualDate, Three-Month LIBOR, as determined on the related LIBOR Determination Date,plus 0.47%, based on an Actual/360 accrual method. For the initial AccrualPeriod, the Class B Rate shall mean the Initial Accrual Rate plus 0.47%, basedon an Actual/360 accrual method.

"Clearing Agency" means DTC, Euroclear or Clearstream, as applicable,or another organization registered as a "clearing agency" pursuant to applicablelaw. The initial Clearing Agency for the Floating Rate Notes, other than theClass A-5 Notes, shall be DTC and the initial nominee for such Clearing Agencyshall be Cede & Co. The initial Clearing Agencies for the Class A-5 Notes shallbe Euroclear and Clearstream and the initial joint nominee for such ClearingAgencies shall be The Bank of New York Depository (Nominees) Limited. Theinitial Clearing Agencies for the Reset Rate Notes (i) for any Reset Period whenthey are denominated in a currency other than U.S. Dollars shall be Euroclearand Clearstream and the initial joint nominee for such Clearing Agencies shallbe The Bank of New York Depository (Nominees) Limited, and (ii) for any Reset



Period when they are denominated in U.S. Dollars shall be DTC and the initialnominee for such Clearing Agency shall be Cede & Co., or Euroclear andClearstream and the initial joint nominee for such Clearing Agencies shall beThe Bank of New York Depository (Nominees) Limited, as applicable.

"Clearing Agency Participant" means a broker, dealer, bank, otherfinancial institution or other Person for whom from time to time a ClearingAgency effects book-entry transfers and pledges of securities deposited with theClearing Agency.

"Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

"Closing Date" means March 4, 2004.

"CMT Rate" means, for any relevant Interest Rate Determination Dateprior to each Interest Rate Change Date, the rate displayed on the applicableDesignated CMT Moneyline Telerate Page shown below by 3:00 p.m., New York Citytime, on that Interest Rate Determination Date under the caption ". . . TreasuryConstant Maturities . . . Federal Reserve Board Release H.15 . . . MondaysApproximately 3:45 p.m.," under the column for: (i) if the Designated CMTMoneyline Telerate Page is 7051, the rate on that Interest Rate DeterminationDate; or (ii) if the Designated CMT Moneyline Telerate Page is 7052, the averagefor the week, the month or the quarter, as specified on the Remarketing TermsDetermination Date, ended immediately before the week in which the Interest RateDetermination Date occurs. The following procedures will apply if the CMT Ratecannot be determined as described above: (i) if the rate described above is notdisplayed on the relevant page by 3:00 p.m., New York City time on that InterestRate Determination Date, unless the calculation is made earlier and the rate isavailable from that source at that time on that Interest Rate DeterminationDate, then the CMT Rate will be the Treasury constant maturity rate having thedesignated index maturity, as published in H.15(519) or another recognizedelectronic source for displaying the rate, (ii) if the applicable rate describedabove is not published in H.15(519) or another recognized electronic source fordisplaying such rate by 3:00 p.m., New York City time on that Interest Rate

Appendix A-1-13

Determination Date, unless the calculation is made earlier and the rate isavailable from one of those sources at that time, then the CMT Rate will be theTreasury constant maturity rate, or other United States Treasury rate, for theindex maturity and with reference to the relevant Interest Rate DeterminationDate, that is published by either the Board of Governors of the Federal ReserveSystem or the United States Department of the Treasury and that theAdministrator determines to be comparable to the rate formerly displayed on theDesignated CMT Moneyline Telerate Page shown above and published in H.15(519),(iii) if the rate described in the prior paragraph cannot be determined, thenthe Administrator will determine the CMT Rate to be a yield to maturity based onthe average of the secondary market closing offered rates as of approximately3:30 p.m., New York City time, on the relevant Interest Rate Determination Datereported, according to their written records, by leading primary United Statesgovernment securities dealers in New York City. The Administrator will selectfive such securities dealers and will eliminate the highest and lowestquotations or, in the event of equality, one of the highest and lowestquotations, for the most recently issued direct noncallable fixed rateobligations of the United States Treasury ("Treasury Notes") with an originalmaturity of approximately the designated index maturity and a remaining term tomaturity of not less than the designated index maturity minus one year in arepresentative amount, (iv) if the Administrator cannot obtain three TreasuryNote quotations of the kind described above in (iii), the Administrator willdetermine the CMT Rate to be the yield to maturity based on the average of thesecondary market bid rates for Treasury Notes with an original maturity longerthan the designated CMT index maturity which have a remaining term to maturityclosest to the designated CMT index maturity and in a representative amount, asof approximately 3:30 p.m., New York City time, on the relevant Interest RateDetermination Date of leading primary United States government securitiesdealers in New York City. In selecting these offered rates, the Administratorwill request quotations from at least five such securities dealers and will



disregard the highest quotation (or if there is equality, one of the highest)and the lowest quotation (or if there is equality, one of the lowest). If twoTreasury Notes with an original maturity longer than the designated CMT indexmaturity have remaining terms to maturity that are equally close to thedesignated CMT index maturity, the Administrator will obtain quotations for theTreasury Note with the shorter remaining term to maturity, (v) if three or fourbut not five leading primary United States government securities dealers arequoting as described in the prior paragraph, then the CMT Rate for the relevantInterest Rate Determination Date will be based on the average of the bid ratesobtained and neither the highest nor the lowest of those quotations will beeliminated, or (vi) if fewer than three leading primary United States governmentsecurities dealers selected by the Administrator are quoting as described in (v)above, the CMT Rate will remain the CMT Rate then in effect on that InterestRate Determination Date.

"Code" means the Internal Revenue Code of 1986, as amended from time totime, and Treasury Regulations promulgated thereunder.

"Collateral" has the meaning specified in the Granting Clause of theIndenture.

"Collection Account" means the account designated as such, establishedand maintained pursuant to Section 2.3(f) of the Administration Agreement.

"Collection Account Initial Deposit" means $[ ].

Appendix A-1-14

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

"Commercial Paper Rate" means, for any relevant Interest RateDetermination Date prior to each Interest Rate Change Date, the Bond EquivalentYield shown below of the rate for 90-day commercial paper, as published inH.15(519) prior to 3:00 p.m., New York City time, on that Interest RateDetermination Date under the heading "Commercial Paper -- Financial". If therate described above is not published in H.15(519) by 3:00 p.m., New York Citytime, on that Interest Rate Determination Date, unless the calculation is madeearlier and the rate was available from that source at that time, then theCommercial Paper Rate will be the Bond Equivalent Yield of the rate on therelevant Interest Rate Determination Date, for commercial paper having the indexmaturity specified on the Remarketing Terms Determination Date, as published inH.15 Daily Update or any other recognized electronic source used for displayingthat rate under the heading "Commercial Paper -- Financial". For purposes of thedefinition of "Commercial Paper Rate", the "Bond Equivalent Yield" equals[(NxD)]/[360(Dx90)] times 100, where "D" refers to the per annum rate determinedas set forth above, quoted on a bank discount basis and expressed as a decimaland "N" refers to 365 or 366, as the case may be. If the rate described abovecannot be determined, the Commercial Paper Rate will remain the commercial paperrate then in effect on that Interest Rate Determination Date. Unless otherwisespecified on the Remarketing Terms Determination Date, the Commercial Paper Ratewill be subject to a Lock-In Period of six Business Days.

"Commission" means the Securities and Exchange Commission.

"Consolidation Loans" means Student Loans made in accordance with theSection 428C of the Higher Education Act.

"Corporate Trust Office" means (i) with respect to the IndentureTrustee, the principal office of the Indenture Trustee at which at anyparticular time its corporate trust business shall be administered, which officeat the Closing Date is located at 101 Barclay Street 8 West, New York, New York10286, Attention: Corporate Trust Group (telephone: (212) 815-3247, facsimile:(212) 815-3883) or at such other address as the Indenture Trustee may designate



from time to time by notice to the Noteholders and the Depositor, or theprincipal corporate trust office of any successor Indenture Trustee (the addressof which the successor Indenture Trustee will notify the Noteholders, theAdministrator and the Depositor) and (ii) with respect to the Eligible LenderTrustee, the principal corporate trust office of the Eligible Lender Trusteelocated at Christiana Center/OPS4, 500 Stanton Christiana Road, Newark, Delaware19713, Attention: Corporate Trust Department (telephone: (302) 552-6279;facsimile: (302) 552-6280); or at such other address as the Eligible LenderTrustee may designate by notice to the Depositor, or the principal corporatetrust office of any successor Eligible Lender Trustee (the address of which thesuccessor Eligible Lender Trustee will notify the Administrator and theDepositor).

"Currency Swap Agreement" means each of the Class A-5 Swap Agreementand the Class A-6 Currency Swap Agreement.

Appendix A-1-15

"Currency Swap Counterparty" means each Swap Counterparty from time totime party to the Class A-5 Swap Agreement and the Class A-6 Currency SwapAgreement, as applicable.

"Custodian" has the meaning specified in Section 2.1 of the Indenture.

"Cutoff Date" means February 9, 2004.

"Day Count Basis" means 30/360, Actual/360, Actual/365 (fixed),Actual/Actual (accrual basis), Actual/Actual (ISMA) or Actual/Actual (paymentbasis), as applicable, or any other day count basis set forth in the RemarketingTerms Notice.

"Default" means any occurrence that is, or with notice or the lapse oftime or both would become, an Event of Default.

"Definitive Notes" has the meaning specified in Section 2.10 of theIndenture.

"Delaware Statutory Trust Act" means Chapter 38 of Title 12, Part V ofthe Delaware Code, entitled "Treatment of Delaware Statutory Trusts".

"Delivery" when used with respect to Trust Account Property means:

(a) with respect to bankers' acceptances, commercialpaper, negotiable certificates of deposit and other obligations that constitute"instruments" within the meaning of Section 9-102(a)(47) of the UCC and aresusceptible of physical delivery, transfer thereof to the Indenture Trustee orits nominee or custodian by physical delivery to the Indenture Trustee or itsnominee or custodian endorsed to, or registered in the name of, the IndentureTrustee or its nominee or custodian or endorsed in blank, and, with respect to acertificated security (as defined in Section 8-102(a)(3) of the UCC) transferthereof (i) by delivery of such certificated security endorsed to, or registeredin the name of, the Indenture Trustee or its nominee or custodian or endorsed inblank to a securities intermediary (as defined in Section 8-102(a)(14) of theUCC) and the making by such securities intermediary of entries on its books andrecords identifying such certificated securities as belonging to the IndentureTrustee or its nominee or custodian and the sending by such securitiesintermediary of a confirmation of the purchase of such certificated security bythe Indenture Trustee or its nominee or custodian, or (ii) by delivery thereofto a "clearing corporation" (as defined in Section 8-102(a)(5) of the UCC) andthe making by such clearing corporation of appropriate entries on its booksreducing the appropriate securities account of the transferor and increasing theappropriate securities account of a securities intermediary by the amount ofsuch certificated security, the identification by the clearing corporation ofthe certificated securities for the sole and exclusive account of the securitiesintermediary, the maintenance of such certificated securities by such clearingcorporation or the nominee of either subject to the clearing corporation'sexclusive control, the sending of a confirmation by the securities intermediary



of the purchase by the Indenture Trustee or its nominee or custodian of suchsecurities and the making by such securities intermediary of entries on itsbooks and records identifying such certificated securities as belonging to theIndenture Trustee or its nominee or custodian (all of the foregoing, but notincluding Trust Student Loans, "Physical Property"); and such additional oralternative procedures as may hereafter become appropriate to effect thecomplete transfer of ownership of any such Trust Account Property to

Appendix A-1-16

the Indenture Trustee or its nominee or custodian, consistent with changes inapplicable law or regulations or the interpretation thereof;

(b) with respect to any security issued by the U.S.Treasury, the Government National Mortgage Association, the Federal Home LoanMortgage Corporation or the Federal National Mortgage Association that is abook-entry security held at a Federal Reserve Bank pursuant to Federalbook-entry regulations, the following procedures, all in accordance withapplicable law, including applicable Federal regulations and Articles 8 and 9 ofthe UCC: the crediting of such book-entry security to an appropriate book-entryaccount of the Indenture Trustee or its nominee or the custodian or securitiesintermediary at a Federal Reserve Bank, causing the custodian to continuouslyindicate by book-entry such book-entry security as credited to the relevantbook-entry account, the continuous crediting of such book-entry security to asecurities account of the custodian at such Federal Reserve Bank and thecontinuous identification of such book-entry security by the custodian ascredited to the appropriate book-entry account; and

(c) with respect to any item of Trust Account Propertythat is an uncertificated security under Article 8 of the UCC and that is notgoverned by clause (b) above, registration on the books and records of theissuer thereof in the name of the securities intermediary, the sending of aconfirmation by the securities intermediary of the purchase by the IndentureTrustee or its nominee or custodian of such uncertificated security, the makingby such securities intermediary of entries on its books and records identifyingsuch uncertificated certificates as belonging to the Indenture Trustee or itsnominee or custodian.

"Department" means the United States Department of Education, an agencyof the Federal government.

"Depositor" means SLM Funding LLC, a Delaware limited liabilitycompany, and its successors and assigns, including for such purpose, a permittedtransferee of all of SLM Funding LLC's right, title and interest in the ExcessDistribution Certificate.

"Depository Agreements" means the Note Depository Agreements.

"Determination Date" means, with respect to the Collection Periodpreceding any Distribution Date, the first Business Day preceding suchDistribution Date.

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

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

"Eligible Deposit Account" means (i) with respect to the Trust Accountsother than the Euro Account or any Other Currency Account, either (a) asegregated account with an Eligible Institution or (b) a segregated trustaccount with the corporate trust department of a depository institutionorganized under the laws of the United States of America or any one of theStates or the District of Columbia (or any domestic branch of a foreign bank),having corporate trust powers and acting as trustee for funds deposited in suchaccount, so long as any of the securities



Appendix A-1-17

of such depository institution have a credit rating from Moody's, S&P, and, ifsuch institution is rated by Fitch, Fitch, in one of their generic ratingcategories which signifies investment grade and (ii) with respect to the EuroAccount or any Other Currency Account, a segregated account with the LondonPaying Agent.

"Eligible Institution" means a depository institution organized underthe laws of the United States of America or any one of the States or theDistrict of Columbia (or any domestic branch of a foreign bank) (i) which has(A) either a long-term senior unsecured debt rating of "AAA" or a short-termsenior unsecured debt or certificate of deposit rating of "A-1+" or better byS&P and (B)(1) a long-term senior unsecured debt rating of "A1" or better and(2) a short-term senior unsecured debt rating of "P-1" or better by Moody's, and(C) if such institution is rated by Fitch, a long-term senior unsecured debtrating of "AA" or a short-term senior unsecured debt rating of "F1+", or anyother long-term, short-term or certificate of deposit rating with respect towhich the Rating Agency Condition has been satisfied and (ii) whose deposits areinsured by the FDIC. If so qualified, the Eligible Lender Trustee or theIndenture Trustee may be considered an Eligible Institution.

"Eligible Investments" means book-entry securities, negotiableinstruments or securities represented by instruments in bearer or registeredform which evidence:

(a) direct obligations of, and obligations fullyguaranteed as to timely payment by, the United States of America, the GovernmentNational Mortgage Association, the Federal Home Loan Mortgage Corporation, theFederal National Mortgage Association, SLMA, or any agency or instrumentality ofthe United States of America the obligations of which are backed by the fullfaith and credit of the United States of America; provided that obligations of,or guaranteed by, the Government National Mortgage Association, the Federal HomeLoan Mortgage Corporation, the Federal National Mortgage Association or SLMAshall be Eligible Investments only if, at the time of investment, they meet thecriteria of each of the Rating Agencies for collateral for securities havingratings equivalent to the respective ratings of the Notes in effect at theClosing Date;

(b) demand deposits, time deposits or certificates ofdeposit of any depository institution or trust company incorporated under thelaws of the United States of America or any State (or any domestic branch of aforeign bank) and subject to supervision and examination by Federal or statebanking or depository institution authorities (including depository receiptsissued by any such institution or trust company as custodian with respect to anyobligation referred to in clause (a) above or portion of such obligation for thebenefit of the holders of such depository receipts); provided that at the timeof the investment or contractual commitment to invest therein (which shall bedeemed to be made again each time funds are reinvested following eachDistribution Date), the commercial paper or other short-term senior unsecureddebt obligations (other than such obligations the rating of which is based onthe credit of a Person other than such depository institution or trust company)thereof shall have a credit rating from each of the Rating Agencies in thehighest investment category granted thereby;

(c) commercial paper having, at the time of the investment, arating from each of the Rating Agencies in the highest investment categorygranted thereby;

Appendix A-1-18

(d) investments in money market funds having a ratingfrom each of the Rating Agencies in the highest investment category grantedthereby (including funds for which the Indenture Trustee, the Administrator orthe Eligible Lender Trustee or any of their respective Affiliates is investmentmanager or advisor);



(e) bankers' acceptances issued by any depositoryinstitution or trust company referred to in clause (b) above;

(f) repurchase obligations with respect to any securitythat is a direct obligation of, or fully guaranteed by, the United States ofAmerica or any agency or instrumentality thereof the obligations of which arebacked by the full faith and credit of the United States of America, in eithercase entered into with a depository institution or trust company (acting asprincipal) described in clause (b) above;

(g) asset-backed securities, including asset-backedsecurities issued by Affiliates, or entities formed by Affiliates, of SLMA, butexcluding mortgage-backed securities, that at the time of investment have arating in the highest investment category granted by each of the RatingAgencies; provided that the purchase price of any such asset-backed security inexcess of par must be paid for with amounts on deposit in the Investment PremiumPurchase Account;

(h) Eligible Repurchase Obligations; and

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

For purposes of the definition of "Eligible Investments" the phrase "highestinvestment category" means (i) in the case of Fitch, "AAA" for long-terminvestments (or the equivalent) and "F1+" for short-term investments (or theequivalent), (ii) in the case of Moody's, "Aaa" for long-term investments (orthe equivalent) and "P-1" for short-term investments (or the equivalent), and(iii) in the case of S&P, "AAA" for long-term investments (or the equivalent)and "A-1+" for short-term investments (or the equivalent). A proposed investmentnot rated by Fitch but rated in the highest investment category by Moody's andS&P shall be considered to be rated by each of the Rating Agencies in thehighest investment category granted thereby.

"Eligible Lender Trustee" means Chase Manhattan Bank USA, NationalAssociation, a national banking association, not in its individual capacity butsolely as Eligible Lender Trustee under the Trust Agreement. "Eligible LenderTrustee" shall also mean each successor Eligible Lender Trustee as of thequalification of such successor as Eligible Lender Trustee under the TrustAgreement.

"Eligible Loans" has the meaning specified in any of the PurchaseAgreements or the Sale Agreement, as applicable.

"Eligible Repo Counterparty" means an institution that is an eligiblelender (under the Family Federal Family Education Loan Program) or that holdsStudent Loans through an eligible lender trustee and whose short-term debtratings are not less than "P-1" by Moody's, "A-1" by S&P and "F1" by Fitch, ifrated by Fitch.

Appendix A-1-19

"Eligible Repurchase Obligations" means repurchase obligations withrespect to Student Loans serviced by the Servicer or an Affiliate thereof,entered into with an Eligible Repo Counterparty, provided that the applicablerepurchase date shall occur no later than the Business Day prior to the nextDistribution Date.

"Eligible Swap Counterparty" means an entity, which may be an affiliateof a Remarketing Agent, engaged in the business of entering into derivativeinstrument contracts that satisfies the Rating Agency Condition.

"ERISA" means the Employee Retirement Income Security Act of 1974, asamended.

"EURIBOR" means One-Month EURIBOR, Two-Month EURIBOR or Three-Month



EURIBOR, as applicable.

"EURIBOR Determination Date" means, for each Accrual Period, the daythat is two Settlement Days before the beginning of that Accrual Period.

"Euro Account" means the account designated as such, established andmaintained pursuant to Section 2.3(n) of the Administration Agreement.

"Euroclear" means the Euroclear System, or any successor thereto.

"European Clearing Systems" means Euroclear or Clearstream.

"Event of Default" has the meaning specified in Section 5.1 of theIndenture.

"Excess Distribution Certificate" means the certificate, substantiallyin the form of Exhibit A to the Trust Agreement, evidencing the right to receivepayments thereon as set forth in Sections 2.8(p), 2.9(f) and 2.10(a)(ii) of theAdministration Agreement.

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

"Excess Distribution Certificate Register" and "Excess DistributionCertificate Registrar" mean the register mentioned and the registrar appointedpursuant to Section 3.13(c) of the Trust Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Executive Officer" means, with respect to any corporation, the ChiefExecutive Officer, Chief Operating Officer, Chief Financial Officer, President,any Executive Vice President, any Senior Vice President, any Vice President, theSecretary or the Treasurer of such corporation; and with respect to anypartnership, any general partner thereof.

"Expenses" means any and all liabilities, obligations, losses, damages,taxes, claims, actions and suits, and any and all reasonable costs, expenses anddisbursements (including reasonable legal fees and expenses) of any kind andnature whatsoever which may at any time be

Appendix A-1-20

imposed on, incurred by, or asserted against the Eligible Lender Trustee or anyof its officers, directors or agents in any way relating to or arising out ofthe Trust Agreement, the other Basic Documents, the Trust Estate, theadministration of the Trust Estate or the action or inaction of the EligibleLender Trustee under the Trust Agreement or the other Basic Documents.

"Extension Rate" means, for each Distribution Date following a FailedRemarketing if the Reset Rate Notes are then in Foreign Exchange Mode, the rateof interest payable to each related Class A-6 Currency Swap Counterparty, not toexceed Three-Month LIBOR plus 0.75%, unless the Remarketing Agents, inconsultation with the Administrator, determine that market conditions or someother benefit to the Trust requires a higher rate; provided that in such casethe Rating Agency Condition is satisfied. The initial Extension Rate for theReset Rate Notes under the Initial Class A-6 Currency Swap Agreement isThree-Month LIBOR plus 0.75%.

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

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

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



(c) either the Remarketing Agents are unable to remarketsome or all of the tendered Reset Rate Notes at the Spread or fixed rateestablished on the Spread Determination Date, or any committed purchasersdefault on their purchase obligations and in their sole discretion, theRemarketing Agents elect not to purchase those Reset Rate Notes themselves;

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

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

(f) any applicable Rating Agency Condition has not beensatisfied.

"Failed Remarketing Rate" means, for any Reset Period when the ResetRate Notes are then denominated in U.S. Dollars, Three-Month LIBOR plus 0.75%;and for the Reset Rate Notes while in Foreign Exchange Mode, as will bedetermined on the Spread Determination Date pursuant to the terms of the relatedClass A-6 Currency Swap Agreement (and for the initial Reset Rate, the FailedRemarketing Rate will be Three-Month EURIBOR plus 0.55%).

"FDIC" means the Federal Deposit Insurance Corporation.

"Federal Funds Rate" means the rate set forth for such day opposite thecaption "Federal Funds (effective)" in the weekly statistical release designatedH.15(519), or any successor publication, published by the Board of Governors ofthe Federal Reserve System. If such rate is not published in the relevantH.15(519) for any day, the rate for such day shall be the arithmetic

Appendix A-1-21

mean of the rates for the last transaction in overnight Federal Funds arrangedprior to 9:00 a.m. New York City time on that day by each of four leadingbrokers in such transactions located in New York City selected by theAdministrator. The Federal Funds rate for each Saturday and Sunday and for anyother that is not a Business Day shall be the Federal Funds Rate for thepreceding Business Day as determined above.

"Fitch" means Fitch Inc., also known as Fitch Ratings, or any successorrating agency.

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

"Floating Rate Noteholder" means the Person in whose name a FloatingRate Note is registered in the Note Register.

"Floating Rate Notes" means the Floating Rate Class A Notes and theClass B Notes.

"Foreign Exchange Mode" means that the Reset Rate Notes are thendenominated in a currency other than U.S. Dollars during the related ResetPeriod.

"GBP-LIBOR" means, with respect to any Accrual Period, will be theLondon interbank offered rate for deposits in Pounds Sterling having thespecified maturity commencing on the first day of the Accrual Period, whichappears on Telerate Page 3750 as of 11:00 a.m. London time, on the relatedgbp-libor Determination Date. If an applicable rate does not appear on TeleratePage 3750, the rate for that day will be determined on the basis of the rates atwhich deposits in Pounds Sterling, having the specified maturity and in aprincipal amount of not less than (pound)1,000,000, are offered at approximately11:00 a.m., London time, on that GBP-LIBOR Determination Date, to prime banks inthe London interbank market by the Reference Banks. The Administrator willrequest the principal London office of each Reference Bank to provide a



quotation of its rate. If the Reference Banks provide at least two quotations,the rate for that day will be the arithmetic mean of the quotations. If theReference Banks provide fewer than two quotations, the rate for that day will bethe arithmetic mean of the rates quoted by prime banks in London, selected bythe Administrator, at approximately 11:00 a.m. New York time, on that GBP-LIBORDetermination Date, for loans in Pounds Sterling to leading European bankshaving the specified maturity and in a principal amount of not less than(pound)1,000,000. If the banks selected as described above are Not providingquotations, GPB-LIBOR in effect for the applicable Accrual Period will beGBP-LIBOR for the specified maturity in effect for the previous Accrual Period.For any GBP-LIBOR-based notes, interest due for any accrual period always willbe determined based on the actual number of days elapsed in the accrual periodover a 365-day year.

"GBP-LIBOR Determination Date" means, for each Accrual Period, thesecond Settlement Day before the beginning of that Accrual Period.

"Global Note Certificate" means a global note certificate representinginterests in the Reset Rate Notes offered and sold in reliance on Rule 144A orRegulation S, as applicable.

"Grant" means mortgage, pledge, bargain, sell, warrant, alienate,remise, release, convey, assign, transfer, create and grant a lien upon and asecurity interest in and right of set-off against,

Appendix A-1-22

deposit, set over and confirm pursuant to the Indenture. A Grant of theCollateral or of any other agreement or instrument shall include all rights,powers and options (but none of the obligations) of the Granting partythereunder, including the immediate and continuing right to claim for, collect,receive and give receipt for principal and interest payments in respect of theCollateral and all other moneys payable thereunder, to give and receive noticesand other communications, to make waivers or other agreements, to exercise allrights and options, to bring Proceedings in the name of the Granting party orotherwise and generally to do and receive anything that the Granting party is ormay be entitled to do or receive thereunder or with respect thereto.

"Guarantee Agreement" means any agreement between any Guarantor and theEligible Lender Trustee providing for the payment by the Guarantor of amountsauthorized to be paid pursuant to the Higher Education Act to holders ofqualifying Student Loans guaranteed in accordance with the Higher Education Actby such Guarantor.

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

"Guarantor" means any entity listed on Attachment B (as amended fromtime to time) to the Sale Agreement.

"H.15(519)" means the weekly statistical release designated as such, orany successor publication, published by the Board of Governors of the UnitedStates Federal Reserve System.

"H.15 Daily Update" means the daily update for H.15(519), availablethrough the world wide web site of the Board of Governors of the Federal ReserveSystem at http://www.federalreserve.gov/releases/h15/update, or any successorsite or publications.

"Higher Education Act" means the Higher Education Act of 1965, asamended, together with any rules, regulations and interpretations thereunder.

"Hold Notice" means a written statement (or an oral statement confirmedin writing, which may be by e-mail) from a holder or beneficial owner of a ResetRate Note denominated in the U.S. Dollars during the then-current andimmediately following Reset Periods, delivered to a Remarketing Agent that suchholder or beneficial owner desires to hold its Reset Rate Notes for the upcomingReset Period and affirmatively agrees to receive a rate of interest of not less



than the applicable All Hold Rate during that Reset Period.

"Indenture" means the Indenture, dated as of March 1, 2004, among theEligible Lender Trustee on behalf of the Trust, the Trust and the IndentureTrustee.

"Indenture Trust Estate" means all money, instruments, rights and otherproperty that are subject or intended to be subject to the lien and securityinterest of the Indenture for the benefit of the Noteholders and, as applicable,each Swap Counterparty (including all Collateral Granted to the IndentureTrustee), including all proceeds thereof.

"Indenture Trustee" means The Bank of New York, a New York bankingcorporation, not in its individual capacity but solely as trustee under theIndenture.

Appendix A-1-23

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

"Independent Certificate" means a certificate or opinion to bedelivered to the Indenture Trustee under the circumstances described in, andotherwise complying with, the applicable requirements of Section 11.1 of theIndenture, made by an Independent appraiser or other expert appointed by anIssuer Order and approved by the Indenture Trustee in the exercise of reasonablecare, and such opinion or certificate shall state that the signer has read thedefinition of "Independent" in the Indenture and that the signer is Independentwithin the meaning thereof.

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

"Index Maturity" means, with respect to any Accrual Period, theinterval between Interest Rate Change Dates for each applicable Index duringsuch Accrual Period, commencing on the first day of that Accrual Period.

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

X + [21/29 * (Y - X)]

where:

X = One-Month LIBOR or One-Month EURIBOR, andY = Two-Month LIBOR or Two-Month EURIBOR

"Initial Class A-6 Currency Swap Agreement" means with respect to theReset Rate Notes, the initial Class A-6 Currency Agreement, dated as of March 4,2004 between the Trust and the Initial Class A-6 Currency Swap Counterparty.

"Initial Class A-6 Currency Swap Counterparty" means CDC IXIS CapitalMarkets, London branch, and any successors or permitted assigns.

"Initial Euro Exchange Rate" means an exchange rate of $1.2605 equalto(euro)1.00



"Initial Pool Balance" means the Pool Balance as of the Cutoff Date,which is $3,010,712,027.

Appendix A-1-24

"Initial Purchasers" means, collectively, Credit Suisse First Boston(Europe) Limited, J.P. Morgan Securities Ltd. and Merrill Lynch International.

"Initial Remarketing Agency Agreement" means each agreement,substantially in the form of Appendix B to the Remarketing Agreement to beentered into on each Remarketing Terms Determination Date (unless the CallOption has been exercised) among the Remarketing Agents, the Administrator andthe Trust.

"Initial Reset Date" means, for the Reset Rate Notes, the DistributionDate in April 2014.

"Initial Reset Date Notice" means the written notice delivered pursuantto Section 3(a) of the Reset Rate Note Procedures.

"Insolvency Event" means, with respect to a specified Person, (a) thefiling of a decree or order for relief by a court having jurisdiction in thepremises in respect of such Person or any substantial part of its property in aninvoluntary case under any applicable Federal or state bankruptcy, insolvency orother similar law now or hereafter in effect, or appointing a receiver,liquidator, assignee, custodian, trustee, sequestrator or similar official forsuch Person or for any substantial part of its property, or ordering thewinding-up or liquidation of such Person's affairs, which decree or orderremains unstayed and in effect for a period of 60 consecutive days; or (b) thecommencement by such Person of a voluntary case under any applicable Federal orstate bankruptcy, insolvency or other similar law now or hereafter in effect, orthe consent by such Person to the entry of an order for relief in an involuntarycase under any such law, or the consent by such Person to the appointment of ortaking possession by a receiver, liquidator, assignee, custodian, trustee,sequestrator or similar official for such Person or for any substantial part ofits property, or the making by such Person of any general assignment for thebenefit of creditors, or the failure by such Person generally to pay its debtsas such debts become due, or the taking of action by such Person in furtheranceof any of the foregoing.

"Interest Rate Cap Agreement" means the agreement between the Trust andthe Interest Rate Cap Swap Counterparty, dated March 4, 2004, documented under a1992 ISDA Master Agreement (Multicurrency-Cross Border), including the relatedschedule and confirmation, providing for certain payments to the Trust, in theamounts and under the conditions set forth therein, which will terminate inaccordance with its terms on or before the April 2005 Distribution Date.

"Interest Rate Cap Confirmation" means the confirmation executed underthe Interest Rate Cap Agreement, dated as of March 4, 2004, representing theinterest rate cap in a notional amount of $485,000,000.

"Interest Rate Cap Swap Counterparty" means Bank of America, N.A. andany successors or permitted assigns.

"Interest Rate Change Date" means for each Accrual Period, the date ordates, based on the applicable Index, on which the rate of interest for theReset Rate Notes bearing interest at a floating rate is to be reset.

Appendix A-1-25

"Interest Rate Determination Date" means, for each Accrual Period, and(i) for the Reset Rate Notes that bear interest at a LIBOR or GBP-LIBOR-basedrate, the related LIBOR or GBP-LIBOR Determination Date, as applicable, or (ii)for the Reset Rate Notes that bear interest at a floating rate that is notLIBOR-based, the applicable date or dates set forth in the Remarketing TermsNotice, on which the applicable rate of interest to be in effect as of the nextInterest Rate Change Date will be determined by the Administrator.



"Interest Rate Swap Agreement" means, with respect to the Reset RateNotes during any Reset Period when they are denominated in U.S. Dollars and (i)bear a fixed rate of interest (or bear interest based on LIBOR or a U.S.Commercial Paper Rate, if a Swap Agreement is to be entered into pursuant to theReset Rate Note Procedures), or (ii) bear interest based on an index other thanLIBOR or a U.S. Commercial Paper Rate, any Swap Agreement between the Trust andan Eligible Swap Counterparty, to hedge the basis risk during the Reset Period.

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

"Interim Eligible Lender Trustee" means Chase Manhattan Bank USA,National Association, a national banking association, not in its individualcapacity but solely as Interim Eligible Lender Trustee under the Interim TrustAgreement. "Interim Eligible Lender Trustee" shall also mean each successorInterim Eligible Lender Trustee as of the qualification of such Interim EligibleLender Trustee under the Interim Trust Agreement.

"Interim Trust Agreement" means the Interim Trust Agreement, dated asof March 1, 2004, between the Depositor and the Interim Eligible Lender Trustee.

"Interim Trust Loans" has the meaning set forth in the Interim TrustAgreement.

"Investment Earnings" means, with respect to any Distribution Date, theInvestment Earnings (net of losses and investment expenses) on amounts ondeposit in the Trust Accounts to be deposited into the Collection Account on orprior to such Distribution Date pursuant to Section 2.3(b) of the AdministrationAgreement.

"Investment Premium Purchase Account" means an account designated assuch, established and maintained pursuant to Section 2.3(l) of theAdministration Agreement.

"Investment Premium Purchase Account Deposit Amount" means, withrespect to each Distribution Date when funds are deposited into the AccumulationAccount, an amount equal to 1.0% of the amount deposited into the AccumulationAccount on such Distribution Date.

"Investment Premium Purchase Account Release Amount" means, withrespect to any Distribution Date that is one year or less prior to a Reset Daterelating to the Reset Rate Notes for which funds are then on deposit in theAccumulation Account, the amount, if any, to be withdrawn from the InvestmentPremium Purchase Account so that the remaining funds on deposit in suchInvestment Premium Purchase Account will be equal to the lesser of (a) 1.00% ofthe amount on deposit in the Accumulation Account, and (b) the amount then ondeposit the Investment Premium Purchase Account; provided that on anyDistribution Date that is also a

Appendix A-1-26

Reset Date for the Reset Rate Notes for which amounts are then on deposit in theAccumulation Account, all Investment Premium Purchase Account Deposit Amountsrelating to such Accumulation Account that remain on deposit in the InvestmentPremium Purchase Account will become part of the Investment Premium PurchaseAccount Release Amount on such Distribution Date.

"Investment Reserve Account" means an account designated as such,established and maintained pursuant to Section 2.3(m) of the AdministrationAgreement.

"Investment Reserve Account Required Amount" means, with respect toeach Distribution Date, immediately following the date when the ratings of anyEligible Investment in the Accumulation Account has been downgraded by one ormore Rating Agencies, an amount (to the extent of Available Funds), to be set by



each applicable Rating Agency in satisfaction of the Rating Agency Condition(but not to exceed the amount of the unrealized loss on the related EligibleInvestment).

"Issuer" means the Trust and, for purposes of any provision containedin the Indenture and required by the TIA, each other obligor on the Notes.

"Issuer Order" and "Issuer Request" means a written order or requestsigned in the name of the Issuer by any one of its Authorized Officers anddelivered to the Indenture Trustee.

"LIBOR" means One-Month LIBOR, Two-Month LIBOR or Three-Month LIBOR, asapplicable.

"LIBOR Determination Date" means, for each Accrual Period, the secondBusiness Day before the beginning of that Accrual Period.

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

"Liquidated Student Loan" means any defaulted Trust Student Loanliquidated by the Servicer (which shall not include any Trust Student Loan onwhich Guarantee Payments are received) or which the Servicer has, after usingall reasonable efforts to realize upon such Trust Student Loan, determined tocharge off.

"Liquidation Proceeds" means, with respect to any Liquidated StudentLoan which became a Liquidated Student Loan during the current Collection Periodin accordance with the Servicer's customary servicing procedures, the moneyscollected in respect of the liquidation thereof from whatever source, other thanRecoveries, net of the sum of any amounts expended by the Servicer in connectionwith such liquidation and any amounts required by law to be remitted to theObligor on such Liquidated Student Loan.

"Loan" has the meaning set forth in Section 2 of either PurchaseAgreement, as applicable.

Appendix A-1-27

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

"London Paying Agent" means, with respect to the Class A-5 Notes andthe Reset Rate Notes while in Foreign Exchange Mode, the Indenture Trustee orany other Person that meets the eligibility standards for the Indenture Trusteespecified in Section 6.11 of the Indenture and is authorized by the EligibleLender Trustee on behalf of the Trust to make the payments to and distributionsfrom the Euro Account and the Other Currency Account and shall initially be TheBank of New York London.

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

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

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



"Monthly Servicing Payment Date" means the 25th day of each calendarmonth or, if such day is not a Business Day, the immediately following BusinessDay, commencing on April 25, 2004.

"Moody's" means Moody's Investors Service, Inc., or any successorrating agency.

"Non-U.S. Global Note Certificates" has the meaning specified inSection 2.1 of the Indenture.

"Non-U.S. Rule 144 A Global Note Certificate" has the meaning specifiedin Section 2.1 of the Indenture.

"Note" and "Notes" means any of the Floating Rate Notes and the ResetRate Notes.

"Note Depository Agreements" means with respect to the Notes (otherthan the Class A-5 Notes), the Letter of Representations, dated March 4, 2004,among the Trust, the Eligible Lender Trustee and the Indenture Trustee in favorof DTC, and with respect to the Class A-5 Notes and the Reset Rate Notes, theInstruction Letter from Issuer to Common Depositary, dated March [__], 2004between the Trust and The Bank of New York Depository (Nominees) Limited.

"Note Final Maturity Date" for a class of Notes means the Class A-1Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date, theClass A-4 Maturity Date, the

Appendix A-1-28

Class A-5 Maturity Date, the Class A-6 Maturity Date or the Class B MaturityDate, as applicable.

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

"Note Owner" means, with respect to a Book-Entry Note, the Person whois the owner of such Book-Entry Note, as reflected on the books of theapplicable Clearing Agency, or on the books of a Person maintaining an accountwith such Clearing Agency (directly as a Clearing Agency Participant or as anindirect participant, in each case in accordance with the rules of such ClearingAgency).

"Note Pool Factor" means, as of the close of business on a DistributionDate, a seven-digit decimal figure equal to the Outstanding Amount of a class ofNotes divided by the original Outstanding Amount of such class of Notes. TheNote Pool Factor for each class will be 1.0000000 as of the Closing Date;thereafter, the Note Pool Factor for each class will decline to reflectreductions in the Outstanding Amount of that class of Notes.

"Note Purchase Agreement" means the Note Purchase Agreement dated as ofFebruary 25, 2004, among the Depositor, the Seller and the Initial Purchasers.

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

"Note Register" and "Note Registrar" have the respective meaningsspecified in Section 2.4 of the Indenture.

"Noteholder" means a Floating Rate Noteholder, a Class A Noteholder, aReset Rate Noteholder or a Class B Noteholder, as the context requires.

"Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and theClass B Notes, collectively.



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

"Obligor" on a Trust Student Loan means the borrower or co-borrowers ofsuch Trust Student Loan and any other Person who owes payments in respect ofsuch Trust Student Loan, including the Guarantor thereof and, with respect toany Interest Subsidy Payment or Special Allowance Payment, if any, thereon, theDepartment.

"Officers' Certificate" means (i) in the case of the Trust, acertificate signed by any two Authorized Officers of the Eligible LenderTrustee, under the circumstances described in, and otherwise complying with, theapplicable requirements of Section 11.1 of the Indenture, and delivered to theIndenture Trustee, and (ii) in the case of the Depositor, the Administrator orthe Servicer, a certificate signed by any two Authorized Officers of theDepositor, the Administrator or the Servicer, as applicable.

Appendix A-1-29

"One-Month EURIBOR" see Three-Month EURIBOR.

"One-Month LIBOR" see Three-Month LIBOR.

"Opinion of Counsel" means (i) with respect to the Trust, one or morewritten opinions of counsel who may, except as otherwise expressly provided inthe Indenture, be employees of or counsel to the Eligible Lender Trustee, theTrust, the Depositor or an Affiliate of the Depositor and who shall besatisfactory to the Indenture Trustee, and which opinion or opinions shall beaddressed to the Indenture Trustee as Indenture Trustee, shall comply with anyapplicable requirements of Section 11.1 of the Indenture and shall be in formand substance satisfactory to the Indenture Trustee, and (ii) with respect tothe Depositor, the Administrator or the Servicer, one or more written opinionsof counsel who may be an employee of or counsel to the Depositor, theAdministrator or the Servicer, which counsel shall be acceptable to theIndenture Trustee and the Eligible Lender Trustee.

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

"Other Currency Account" means each account designated as such,established and maintained pursuant to Section 2.3(n) of the AdministrationAgreement.

"Outstanding" means, as of the date of determination, all Notestheretofore authenticated and delivered under the Indenture except:

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

(b) Notes, or portions thereof, for which payment hasbeen made to the applicable Noteholders in reduction of the outstandingprincipal balance thereof or for which money in the necessary amount has beentheretofore deposited with the Indenture Trustee or any Paying Agent in trustfor the Noteholders thereof (excluding for such purpose any amounts on depositin the Accumulation Account); provided, however, that if such Notes are to beredeemed, notice of such redemption has been duly given pursuant to theIndenture; and

(c) Notes in exchange for or in lieu of other Notes whichhave been authenticated and delivered pursuant to the Indenture unless proofsatisfactory to the Indenture Trustee is presented that any such Notes are heldby a bona fide purchaser; provided that in determining whether the Noteholdersof the requisite Outstanding Amount of the Notes have given any request, demand,authorization, direction, notice, consent or waiver hereunder or under any otherBasic Document, Notes owned by the Trust, any other obligor upon the Notes, theDepositor or any Affiliate of any of the foregoing Persons shall be disregardedand deemed not to be Outstanding, except that, in determining whether the



Indenture Trustee shall be protected in relying upon any such request, demand,authorization, direction, notice, consent or waiver, only Notes that aResponsible Officer of the Indenture Trustee either actually knows to be soowned or has received written notice thereof shall be so disregarded. Notes soowned that have been pledged in good faith may be regarded as Outstanding if thepledgee establishes to the satisfaction of the Indenture Trustee the pledgee'sright so to act with respect to such Notes and

Appendix A-1-30

that the pledgee is not the Trust, any other obligor upon the Notes, theDepositor or any Affiliate of any of the foregoing Persons.

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

"Paying Agent" means, with respect to the Notes (other than the ClassA-5 Notes and the Reset Rate Notes denominated in a currency other than U.S.Dollars), the Indenture Trustee or any other Person that meets the eligibilitystandards for the Indenture Trustee specified in Section 6.11 of the Indentureand is authorized by the Eligible Lender Trustee, on behalf of the Trust, tomake the payments to and distributions from the Collection Account and paymentsof principal of and interest and any other amounts owing on the Notes on behalfof the Trust. With respect to the Class A-5 Notes and the Reset Rate Notesdenominated in a currency other than U.S. Dollars, Paying Agent means the LondonPaying Agent and the Luxembourg Paying Agent.

"Person" means any individual, corporation, estate, partnership, jointventure, association, joint stock company, trust (including any beneficiarythereof), unincorporated organization, limited liability company, limitedliability partnership or government or any agency or political subdivisionthereof.

"Physical Property" has the meaning assigned to such terms in thedefinition of "Delivery" above.

"Pool Balance" for any date means the aggregate principal balance ofthe Trust Student Loans on that date, including accrued interest that isexpected to be capitalized, as reduced by:

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

(b) all amounts received by the Trust through that datefrom purchases of the Trust Student Loans by SLMA, SLM ELC, the Depositor, orthe Servicer;

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

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

(e) the amount by which Guarantor reimbursements ofprincipal on defaulted Trust Student Loans through that date are reduced from100% to 98%, or other applicable percentage, as required by the risk sharingprovisions of the Higher Education Act.

"Predecessor Note" means, with respect to any particular Note, everyprevious Note evidencing all or a portion of the same debt as that evidenced bysuch particular Note; and, for the purpose of this definition, any Noteauthenticated and delivered under Section 2.5 of the

Appendix A-1-31



Indenture and in lieu of a mutilated, lost, destroyed or stolen Note shall bedeemed to evidence the same debt as the mutilated, lost, destroyed or stolenNote.

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

"Prime Rate" means, for any relevant Interest Rate Determination Dateprior to each Interest Rate Change Date, the prime rate or base lending rate onthat date, as published in H.15(519), prior to 3:00 p.m., New York City time, onthat Interest Rate Determination Date under the heading "Bank Prime Loan." TheAdministrator will observe the following procedures if the Prime Rate cannot bedetermined as described above: (i) if the rate described above is not publishedin H.15(519) prior to 3:00 p.m., New York City time, on the relevant InterestRate Determination Date unless the calculation is made earlier and the rate wasavailable from that source at that time, then the Prime Rate will be the ratefor that Interest Rate Determination Date, as published in H.15 Daily Update oranother recognized electronic source for displaying such rate opposite thecaption "Bank Prime Loan", (ii) if the above rate is not published in eitherH.15(519), H.15 Daily Update or another recognized electronic source fordisplaying such rate by 3:00 p.m., New York City time, on the relevant InterestRate Determination Date, then the Administrator will determine the Prime Rate tobe the average of the rates of interest publicly announced by each bank thatappears on the Reuters screen designated as "USPRIME1" as that bank's prime rateor base lending rate as in effect on that Interest Rate Determination Date,(iii) if fewer than four rates appear on the Reuters screen USPRIME1 page on therelevant Interest Rate Determination Date, then the Prime Rate will be theaverage of the prime rates or base lending rates quoted, on the basis of theactual number of days in the year divided by a 360-day year, as of the close ofbusiness on that Interest Rate Determination Date by three major banks in NewYork City selected by the Administrator, or (iv) if the banks selected by theAdministrator are not quoting as mentioned above, the Prime Rate will remain theprime rate then in effect on that Interest Rate Determination Date.

"Principal Distribution Amount" means, (i) with respect to the initialDistribution Date, the amount by which the sum of the Outstanding Amount of theNotes exceeds the Adjusted Pool Balance for that Distribution Date, and (ii)with respect to each subsequent Distribution Date, the sum of (a) the amount bywhich the Adjusted Pool Balance for the preceding Distribution Date exceeds theAdjusted Pool Balance for that Distribution Date, and (b) any amounts receivedunder the Interest Rate Cap Agreement for that Distribution Date.

"Proceeding" means any suit in equity, action at law or other judicialor administrative proceeding.

"Purchase Agreements" means the SLMA Purchase Agreement and the SLM ELCPurchase Agreement.

"Purchase Amount" with respect to any Trust Student Loan means theamount required to prepay in full such Trust Student Loan under the termsthereof including all accrued interest thereon.

Appendix A-1-32

"Purchased Student Loan" means a Trust Student Loan which is, as of theclose of business on the last day of a Collection Period, purchased by theServicer pursuant to Section 3.5 of the Servicing Agreement or repurchased bythe Depositor pursuant to Section 6 of the Sale Agreement, purchased by SLMApursuant to Section 6 of the SLMA Purchase Agreement or purchased by SLM ELCpursuant to Section 6 of the SLM ELC Purchase Agreement.

"QIB" means a "qualified institutional buyer" as defined in Rule 144Aunder the Act.

"Quarterly Funding Amount" means, for the Reset Rate Notes, for anyDistribution Date that is (1) more than one year before the next Reset Date,



zero and (2) one year or less before the next Reset Date, an amount to bedeposited into the Remarketing Fee Account for the Reset Rate Notes so that theamount therein equals the Quarterly Required Amount; provided, however, that ifon any Distribution Date that is not a Reset Date, the amount on deposit in theRemarketing Fee Account is greater than the Quarterly Required Amount, suchexcess will be transferred to the Collection Account and included in AvailableFunds for that Distribution Date.

"Quarterly Required Amount" means, for the Reset Rate Notes, (1) on anyReset Date, the Reset Period Target Amount or (2) on a Distribution Date that isone year or less before the next Reset Date (x) the Reset Period Target Amountmultiplied by (y) 5 minus the number of Distribution Dates remaining until thenext Reset Date (excluding the current Distribution Date and including the nextReset Date), divided by (z) five (5).

"Rating Agency" means Moody's, S&P and Fitch. If any such organizationor successor thereto is no longer in existence, "Rating Agency" with respect tosuch organization shall be a nationally recognized statistical ratingorganization or other comparable Person designated by the Administrator, noticeof which designation shall be given to the Indenture Trustee, the EligibleLender Trustee and the Servicer.

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

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

"Record Date" means, with respect to a Distribution Date or RedemptionDate and for each class of Notes, the close of business on the day precedingsuch Distribution Date or Redemption Date.

"Recoveries" means moneys collected from whatever source with respectto any Liquidated Student Loan which was written off in prior Collection Periodsor during the current Collection Period, net of the sum of any amounts expendedby the Servicer for the account of any Obligor and any amounts required by lawto be remitted to any Obligor.

Appendix A-1-33

"Redemption Date" means in the case of a payment to Noteholderspursuant to Section 10.1 of the Indenture, the Distribution Date specifiedpursuant to Section 10.1 of the Indenture.

"Redemption Price" means an amount equal to the Outstanding Amount ofthe Notes, plus accrued and unpaid interest thereon at the applicable Note Ratesto but excluding the Redemption Date.

"Reference Banks" means, with respect to (i) LIBOR, four major banks inthe London interbank market for deposits in U.S Dollars selected by theAdministrator, (ii) GBP-LIBOR, four major banks in the London interbank marketfor deposits in Pounds Sterling selected by the Administrator and (iii) EURIBOR,four major banks in the Euro-zone interbank market selected by theAdministrator.

"Registrar" means the Excess Distribution Certificate Registrar and/orthe Note Registrar, as applicable.

"Regulation S" means Regulation S promulgated under the Act.



"Regulation S Global Note Certificate" has the meaning specified inSection 2.1 of the Indenture.

"Remarketing Agency Agreement" means the collective reference to anInitial Remarketing Agency Agreement and the Supplemental Remarketing AgencyAgreement.

"Remarketing Agent" means, initially, each of Credit Suisse FirstBoston LLC, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner &Smith Incorporated. The Administrator, in its sole discretion, may change anyRemarketing Agent for the Reset Rate Notes for any Reset Period at any time onor before a Remarketing Terms Determination Date.

"Remarketing Agreement" means the Remarketing Agreement dated as ofMarch 4, 2004 among the Remarketing Agents, the Administrator and the Trust, asamended or supplemented from time to time.

"Remarketing Fee Account" means the account designated as such,established and maintained pursuant to Section 2.3(i) of the AdministrationAgreement.

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

"Remarketing Terms Notice" means the notice delivered by theRemarketing Agents to the Reset Rate Noteholders, the Indenture Trustee, theRating Agencies and the applicable Clearing Agencies on each Remarketing TermsDetermination Date containing the information set forth in the Reset Rate NoteProcedures (Appendix A-2 to the Indenture).

"Reserve Account" means the account designated as such, established andmaintained pursuant to Section 2.3(g) of the Administration Agreement.

Appendix A-1-34

"Reserve Account Initial Deposit" means $7,526,780.

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

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

"Reset Period Target Amount" means, for the Reset Rate Notes and anyDistribution Date that is (1) more than one year before the next Reset Date,zero, and (2) one year or less before the next Reset Date, the highestremarketing fee payable to the Remarketing Agents for the Reset Rate Notes (notto exceed 0.35% of the maximum principal balance of the Reset Rate Notes thatcould be remarketed) on the next Reset Date as determined by the Administratorbased on the assumed weighted average life of the Reset Rate Notes and themaximum remarketing fee set forth on a schedule attached to the RemarketingAgreement, as such schedule may be amended from time to time.

"Reset Rate Note" means any Class A-6 Notes.

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

"Reset Rate Noteholder" means the Person in whose name a Reset RateNote is registered in the Note Register.

"Reset Rate Notes" means the Class A-6 Notes.

"Reset Rate Notes Maturity Date" means the Class A-6 Maturity Date.



"Responsible Officer" means, with respect to the Indenture Trustee, anyofficer within the Corporate Trust Office of the Indenture Trustee, includingany Vice President, Assistant Vice President, Assistant Treasurer, AssistantSecretary, or any other officer of the Indenture Trustee customarily performingfunctions similar to those performed by any of the above designated officers,with direct responsibility for the administration of the Indenture and the otherBasic Documents on behalf of the Indenture Trustee and also, with respect to aparticular matter, any other officer to whom such matter is referred because ofsuch officer's knowledge of and familiarity with the particular subject.

"Rule 144A" means Rule 144A promulgated under the Act.

"S&P" means Standard & Poor's Ratings Services, a division of TheMcGraw-Hill Companies, Inc., or any successor rating agency.

"Sale Agreement" means the Sale Agreement Master Securitization TermsNumber 1000, dated as of March 4, 2004, among the Eligible Lender Trustee onbehalf of the Trust, the Trust, the Interim Eligible Lender Trustee and theDepositor.

Appendix A-1-35

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

"Schedule Replacement Order" means an Issuer Order replacing Schedule Ato the Reset Rate Notes to be delivered with respect to the Reset Date.

"Servicer" means Sallie Mae, Inc., in its capacity as servicer of theTrust Student Loans, or any successor thereto in such capacity in accordancewith the Servicing Agreement.

"Servicer Default" means an event specified in Section 5.1 of theServicing Agreement.

"Servicer Distribution Date" has the meaning specified in the ServicingAgreement.

"Servicer's Report" means any report of the Servicer delivered pursuantto Section 3.1(a) of the Administration Agreement, substantially in the formacceptable to the Administrator.

"Servicing Agreement" means the Servicing Agreement, dated as of March4, 2004, among the Trust, the Eligible Lender Trustee, the Servicer, theAdministrator and the Indenture Trustee.

"Servicing Fee" has the meaning specified in Attachment A to theServicing Agreement.

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

"SLM ELC" means SLM Education Loan Corp.

"SLM ELC Purchase Agreement" means the Purchase Agreement MasterSecuritization Terms Number 1000, dated as of March 4, 2004, among SLM ELC, theInterim Eligible Lender Trustee and the Depositor.

"SLMA" means the Student Loan Marketing Association.

"SLMA Purchase Agreement" means the Purchase Agreement MasterSecuritization Terms Number 1000, dated as of March 4, 2004, among SLMA, theInterim Eligible Lender Trustee and the Depositor.

"Special Allowance Payments" means payments, designated as such,



consisting of effective interest subsidies by the Department in respect of theTrust Student Loans to the Eligible Lender Trustee on behalf of the Trust inaccordance with the Higher Education Act.

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

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

(b) $4,516,068;

Appendix A-1-36

provided that in no event will that balance exceed the Outstanding Amount. Forthese purposes, as to the Reset Rate Notes then bearing a fixed rate ofinterest, the Outstanding Amount or the U.S. Dollar Equivalent Principal Amount,as applicable of the Reset Rate Notes will be reduced by any amounts (less anyInvestment Earnings) on deposit in the Accumulation Account for the Reset RateNotes.

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

"Spread Determination Date" means, for the Reset Rate Notes, not laterthan 3:00 p.m., New York City time, on the third Business Day prior to theapplicable Reset Date.

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

"State" means any one of the 50 States of the United States of Americaor the District of Columbia.

"Stepdown Date" means the earlier to occur of (i) the April 2009Distribution Date or (ii) the first date on which no Class A Notes remainOutstanding.

"Student Loans" means education loans to students and parents ofstudents under the Federal Family Education Loan Program.

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

"Successor Servicer" has the meaning specified in Section 3.7(e) of theIndenture.

"Supplemental Interest Account" means each account designated as such,established and maintained pursuant to Section 2.3(k) of the AdministrationAgreement.

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

(a) the product of:

(1) the difference between (x) the weighted average of



the LIBOR-based rates (as determined on the LIBORDetermination Date immediately preceding that DistributionDate) that will be payable by the Trust to the related Swap

Appendix A-1-37

Counterparty on the next Distribution Date, and (y) an assumedrate of Investment Earnings that satisfies the Rating AgencyCondition,

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

(3) the actual number of days from that Distribution Dateto the next Reset Date for the Reset Rate Notes, divided by360; and

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

"Supplemental Remarketing Agency Agreement" means each agreement,substantially in the form of Appendix C to the Remarketing Agreement to beentered into on each Spread Determination Date (unless the Call Option has beenexercised or a Failed Remarketing has been declared) among the RemarketingAgents, the Administrator and the Trust.

"Swap Agreement" means the applicable ISDA Master Agreement, and eachrelated swap schedule and/or Swap Confirmation with respect to: (i) the ClassA-5 Swap Agreement, (ii) the Initial Class A-6 Currency Swap Agreement, (iii)each Class A-6 Currency Swap Agreement and each Interest Rate Swap Agreement tobe entered into from time to time by the Administrator or the Eligible LenderTrustee in either case solely on behalf of the Trust and an Eligible SwapCounterparty, pursuant to the terms and conditions set forth in the Reset RateNote Procedures, and (iv) the Interest Rate Cap Agreement.

"Swap Confirmation" means each swap confirmation relating to a SwapAgreement.

"Swap Counterparty" means each Eligible Swap Counterparty from time totime party to a Swap Agreement, the Class A-5 Swap Counterparty (with respect tothe Class A-5 Swap Agreement), the Initial Class A-6 Currency Swap Counterparty(with respect to the Initial Class A-6 Currency Swap Agreement) and the InterestRate Cap Swap Counterparty (with respect to the Interest Rate Cap Agreement).

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

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

"Swap Receipts" means, with respect to each Distribution Date, theamount required to be received from the related Swap Counterparty by the Trustfor such date (other than Swap Termination Payments), as specified in therelated Swap Agreement.

"Swap Termination Date" means the date on which Swap Agreementterminates in accordance with its terms, which with respect to any Initial ClassA-6 Currency Rate Swap Agreement is scheduled to be the Initial Reset Date forthe Reset Rate Notes.

Appendix A-1-38

"Swap Termination Payments" shall have the meaning set forth in eachSwap Agreement.



"TARGET" means the Trans-European Automated Real-time Gross SettlementExpress Transfer System.

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




"Three-Month EURIBOR," "One-Month EURIBOR" and "Two-Month EURIBOR"means, with respect to any Accrual Period, the Euro interbank offered rate fordeposits in Euros having a maturity of three months, commencing on the first dayof the Accrual Period, which appears on Telerate Page 248 as of 11:00a.m.Brussels time, on the related EURIBOR Determination Date. If an applicable ratedoes not appear on Telerate Page 248, the rate for that day will be determinedon the basis of the rates at which deposits in Euros, having the applicablematurity and in a principal amount of not less than (euro)1,000,000, are offeredat approximately 11:00 a.m., Brussels time, On that EURIBOR Determination Date,to prime banks in the Euro-zone interbank market by the Reference Banks. TheAdministrator will request the principal Euro-zone office of each Reference Bankto provide a quotation of its rate. If the Reference Banks provide at least twoquotations, the rate for that day will be the arithmetic mean of the quotations.If the Reference Banks provide fewer than two quotations, the rate for that daywill be the arithmetic mean of the rates quoted by major banks in the Euro-zone,selected by the Administrator, at approximately 11:00 a.m. Brussels time, onthat EURIBOR Determination Date, for loans in Euros to leading European bankshaving the applicable maturity and in a principal amount of not less than(euro)1,000,000. If the banks selected as described above are not providingquotations, EURIBOR in effect for the applicable Accrual Period will be EURIBORfor the specified maturity in effect for the previous Accrual Period.

"Three-Month LIBOR," "One-Month LIBOR" and "Two-Month LIBOR" means,with respect to any Accrual Period, the London interbank offered rate fordeposits in U.S. Dollars having the Index Maturity which appears on TeleratePage 3750 as of 11:00 a.m. London time, on the related LIBOR Determination Date.If this rate does not appear on Telerate Page 3750, the rate for that day willbe determined on the basis of the rates at which deposits in U.S. Dollars,having the Index Maturity and in a principal amount of not less than U.S.$1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBORDetermination Date, to prime banks

Appendix A-1-39

in the London interbank market by the Reference Banks. The Administrator willrequest the principal London office of each Reference Bank to provide aquotation of its rate. If the Reference Banks provide at least two quotations,the rate for that day will be the arithmetic mean of the quotations. If theReference Banks provide fewer than two quotations, the rate for that day will bethe arithmetic mean of the rates quoted by major banks in New York City,selected by the Administrator, at approximately 11:00 a.m., New York time, onthat LIBOR Determination Date, for loans in U.S. Dollars to leading Europeanbanks having the Index Maturity and in a principal amount of not less than U.S.$1,000,000. If the banks selected as described above are not providingquotations, LIBOR in effect for the applicable Accrual Period will be LIBOR, forthe specified maturity in effect for the previous Accrual Period.

"Transfer" an offer, sale, pledge, transfer or other disposition of aNote or any interest therein.



"Transfer Date" has the meaning specified in Section 5.2(a) of theAdministration Agreement.

"Treasury Regulations" means regulations, including proposed ortemporary regulations, promulgated under the Code. References in any document orinstrument to specific provisions of proposed or temporary regulations shallinclude analogous provisions of final Treasury Regulations or other successorTreasury Regulations.

"Trigger Event" means, on any Distribution Date while any of the ClassA Notes are outstanding, the Outstanding Amount of the Notes, less any amounts(other than Investment Earnings) on deposit in the Accumulation Account, aftergiving effect to distributions to be made on that Distribution Date, wouldexceed the Adjusted Pool Balance as of the end of the related Collection Period.

"Trust" means SLM Student Loan Trust 2004-2, a Delaware statutory trustestablished pursuant to the Trust Agreement.

"Trust Account Property" means the Trust Accounts, all cash andinvestments held from time to time in any Trust Account (whether in the form ofdeposit accounts, Physical Property, book-entry securities, uncertificatedsecurities or otherwise), including the Reserve Account Initial Deposit, theCapitalized Interest Account Initial Deposit, the Collection Account InitialDeposit and all earnings on and proceeds of the foregoing.

"Trust Accounts" has the meaning specified in Section 2.3(b) of theAdministration Agreement.

"Trust Agreement" means the short-form trust agreement, dated as ofFebruary 19, 2004, between the Depositor and the Eligible Lender Trustee, asamended and restated pursuant to an amended and restated Trust Agreement, datedas of March 4, 2004 among the Depositor, the Eligible Lender Trustee and theIndenture Trustee.

"Trust Auction Date" has the meaning specified in Section 4.4 of theIndenture.

Appendix A-1-40

"Trust Estate" means all right, title and interest of the Trust (or theEligible Lender Trustee on behalf of the Trust) in and to the property andrights sold, transferred and assigned to the Trust pursuant to the SaleAgreement, all funds on deposit from time to time in the Trust Accounts and allother property of the Trust from time to time, including any rights of theEligible Lender Trustee and the Trust pursuant to the Trust Agreement, theAdministration Agreement, the Servicing Agreement, any Swap Agreements and anyEligible Repurchase Obligations.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 asin force on the date hereof, unless otherwise specifically provided.

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

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

"Two-Month EURIBOR" see Three-Month EURIBOR.

"Two-Month LIBOR" see Three-Month LIBOR.



"UCC" means, unless the context otherwise requires, the UniformCommercial Code, as in effect in the relevant jurisdiction, as amended from timeto time.

"U.S. Dollar Equivalent Principal Amount" means, with respect to theClass A-5 Notes and the Reset Rate Notes while in Foreign Exchange Mode, theU.S. Dollar equivalent of the Outstanding Amount of the Class A-5 Notes and theReset Rate Notes in foreign Exchange Mode as of the date of determination basedon the exchange rate provided in the related Currency Swap Agreement.

"U.S. Global Note Certificate" has the meaning specified in Section 2.1of the Indenture.

Appendix A-1-41

APPENDIX A-2

RESET RATE NOTE PROCEDURES

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

Section 2. Interest Rates; Principal Payments: (a) The Reset Rate Noteswill bear interest for each Reset Period at the rate set forth on Schedule Aattached to the Reset Rate Note as determined in accordance with Section 2(b)below; provided that for the initial Reset Period, the Reset Rate Notes willbear interest from the Closing Date through and including the Initial Reset Dateat the rate set forth in the first sentence of the definition of "Class A-6Rate". Interest on the Reset Rate Notes shall be payable by the Trust withrespect to each Distribution Date at the priority level set forth in Section2.8(d) of the Administration Agreement; provided that if interest due to theReset Rate Notes is payable through a Swap Agreement, the related Swap InterestPayments will be payable by the Trust to the related Swap Counterparty, and bythe Swap Counterparty to the Trust (for payment to the Reset Rate Noteholders),as described in Section 10 below.

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

(b) In the event that the Reset Rate Notes are reset (i) to bear(or continue to bear) interest at a floating rate, (ii) to bear (or continue tobear) a fixed rate of interest and/or (iii) to be denominated (or continue to bedenominated) in a currency other than U.S. Dollars, and the Remarketing Agents,in consultation with the Administrator determine that it would be in the bestinterest of the Trust based on existing market conditions to enter into one ormore Swap Agreements, the Administrator will be responsible for arranging, onbehalf of the Trust, one or more Swap Agreements to hedge the basis risk and/orcurrency exchange risk (as applicable) and, together with the RemarketingAgents, for selecting the Swap Counterparties thereto in accordance with theprocedures set forth in Section 10(b) below. The Reset Rate Notes will not bereset (or continue) to bear interest at a floating rate that is not based onLIBOR or a Commercial Paper Rate, at a fixed rate or to be denominated in acurrency other than U.S. Dollars unless one or more Swap Agreements are entered



into as of the related Reset Date that results in the Rating Agency Conditionbeing satisfied. In connection with each Swap

Appendix A-2-1

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

(c) The Reset Rate Notes that bear interest at (i) a floating rateshall be entitled to receive payments of principal in reduction of itsOutstanding Amount on each Distribution Date at the priority level set forth inSection 2.8(f) of the Administration Agreement and (ii) a fixed rate shall beentitled to receive allocations of principal at the priority level set forth inSection 2.8(f) of the Administration Agreement on each Distribution Date;provided, however, that such amounts referred to in this clause (ii) shall notbe paid in reduction of the Outstanding Amount of the Reset Rate Notes; insteadall such amounts shall be deposited into the Accumulation Account for payment tothe Reset Rate Noteholders or Class A-6 Currency Swap Counterparty, asapplicable, on or about the next Reset Date as set forth in Section 11(a) below.

Section 3. End of Reset Period Notice: (a) Unless the holder of theCall Option has delivered the related Call Option Notice, the Administrator, notless than fifteen nor more than thirty calendar days prior to any RemarketingTerms Determination Date, will (i) give written notice (including facsimile orother electronic transmission, if permitted pursuant to the recipient's standardprocedures) to the applicable Clearing Agencies and the Luxembourg StockExchange (for so long as the Reset Rate Notes are listed on such exchange), witha copy to the Indenture Trustee, notifying them of the upcoming Reset Date andthe identities of the related Remarketing Agents and stating whether tender isdeemed mandatory or optional for the Reset Rate Notes on the Reset Date (the"Initial Reset Date Notice"), (ii) request that each Clearing Agency notify itsparticipants of (1) the contents of the Initial Reset Date Notice, (2) theRemarketing Terms Notice to be given on the Remarketing Terms Determination Datepursuant to Section 4(d) below, (3) the Spread Determination Notice to be givenon the Spread Determination Date pursuant to Section 9(e) below, and (4) ifapplicable, the procedures concerning the timely delivery of a Hold Noticepursuant to Section 8 below that must be followed if any beneficial owner of aReset Rate Note wishes to retain its Reset Rate Notes. For so long as the ResetRate Notes are listed on the Luxembourg Stock Exchange, a copy of such noticeswill be sent to the Luxembourg Stock Exchange and each of the Remarketing TermsNotice and the Spread Determination Notice will also be published in a leadingnewspaper having general circulation in Luxembourg (which is expected to be TheLuxemburger Wort) and (iii) initiate discussions with representatives of theLuxembourg Stock Exchange regarding an addendum to the Offering Memorandum datedFebruary 25, 2004, if required by Section 7(f)(i) of the Remarketing Agreement.

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

(c) If the related Clearing Agency or its respective nominee, asapplicable, is no longer the holder of record of the Reset Rate Notes, theAdministrator, or the Remarketing Agents on its behalf, will send the Reset RateNoteholders, with a copy to the Indenture Trustee and the Luxembourg listingagent, as applicable, the required notices setting forth the information inSections 3(a) and 3(b) above not less than fifteen nor more than thirty calendar

Appendix A-2-2

days prior to any Remarketing Terms Determination Date. In addition, in theevent that Definitive Notes evidencing an interest in the Reset Rate Notes areissued, the Administrator shall cause the Note Registrar to provide to therelevant Reset Rate Noteholders and the Luxembourg listing agent, as applicable,



any additional procedures applicable to such Reset Rate Notes while indefinitive form.

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

(b) If the Remarketing Agents, in consultation with theAdministrator, determine prior to the Remarketing Terms Determination Date thatany Class A-6 Currency Swap Agreements required pursuant to Section 2(c)(iii)above will not be obtainable on the Reset Date, the Reset Rate Notes must bedenominated in U.S. Dollars during the next Reset Period.

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

(i) the expected weighted average life of the Reset RateNotes, based on prepayment and other assumptions customary forcomparable securities;

(ii) the name and contact information of the RemarketingAgents;

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

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

(v) the currency denomination;

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

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

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

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

Appendix A-2-3

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

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

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

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

(xiv) if in floating rate mode, whether there will be a



related Swap Agreement and, if so, the identities of the Eligible SwapCounterparties from which bids will be solicited;

(xv) the applicable Day Count Basis;

(xvi) the All Hold Rate, if applicable;

(xvii) if Definitive Notes are to be issued, the proceduresfor delivery and exchange of Definitive Notes and for dealing with lostor mutilated notes; and

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

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

(d) The Remarketing Agents will communicate all of the informationestablished in Section 4(c) above in the Remarketing Terms Notice required to begiven in writing (including facsimile or other electronic transmission if inaccordance with each Clearing Agency's standard procedures) to each ClearingAgency (and the Luxembourg Stock Exchange if the Reset Rate Notes are thenlisted on such exchange) or the Reset Rate Noteholders if Definitive Notes havebeen issued, as applicable, the Indenture Trustee and the Rating Agencies on theRemarketing Terms Determination Date.

(e) In addition, prior to the Remarketing Terms DeterminationDate, the Administrator shall cause the Schedule Replacement Order with respectto the Reset Rate Notes to be delivered to the Indenture Trustee, the ClearingAgencies and, if the Reset Rate Notes are then listed on the Luxembourg StockExchange, the Luxembourg listing agent.

Section 5. All Hold Rate: (a) On each Remarketing Terms DeterminationDate for the Reset Rate Notes which are denominated in U.S. Dollars during boththe then-current Reset Period and the immediately following Reset Period, theRemarketing Agents, in consultation with the Administrator, will establish theAll Hold Rate for the Reset Rate Notes. With respect to the Reset Rate Notesthat are either in Foreign Exchange Mode during the then-current Reset Period orwill be reset into Foreign Exchange Mode on the immediately following ResetDate, all Reset Rate Noteholders will be deemed to have tendered their Notes onthe Reset Date,

Appendix A-2-4

regardless of any desire by such Reset Rate Noteholders to retain theirownership thereof, and no All Hold Rate will be applicable.

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

Section 6. Failed Remarketing: (a) With respect to each Reset Date forwhich the holder of the Call Option does not deliver the Call Option Notice, aFailed Remarketing will be declared by the Remarketing Agents and the provisionsof this Section 6 will apply if any of the conditions set forth in thedefinition of "Failed Remarketing" are applicable. In order to prevent thedeclaration of a Failed Remarketing, the Remarketing Agents will have theoption, but not the obligation, to purchase any Reset Rate Notes tendered thatthey are not otherwise able to remarket or with respect to which a committed



purchaser defaults on their purchase obligations.

(b) At any time a Failed Remarketing is declared: (i) all ResetRate Notes will be retained by the Reset Rate Noteholders on the related ResetDate, regardless of any deemed mandatory or voluntary tenders made to theRemarketing Agents, (ii) the Failed Remarketing Rate for Reset Rate Notes willapply for the related Reset Period and (iii) a Reset Period of three months willbe established. In addition, if the Reset Rates Notes are in Foreign ExchangeMode at the time a Failed Remarketing is declared, the provisions of Sections10(a)(i) and (ii) shall also apply.

(c) If there is a Failed Remarketing of the Reset Rate Notes, theReset Rate Noteholders shall not be entitled to exercise any remedies as aresult of the failure of the Reset Rate Notes to be remarketed on the ResetDate.

Section 7. Call Option: (a) With respect to each Reset Date, theDepositor, as the initial holder of the Excess Distribution Certificate, ishereby granted the Call Option for the purchase of not less than 100% of theReset Rate Notes, exercisable at a price equal to 100% of the Outstanding Amountof the Reset Rate Notes, less all amounts distributed to the Reset RateNoteholders as a payment of principal with respect to the Distribution Date,plus any accrued and unpaid interest not paid by the Trust with respect to theapplicable Reset Date.

(b) The Depositor, as the initial holder of the ExcessDistribution Certificate, effective as of the Closing Date, hereby transfers allof its right title and interest in and to the Call Option to SLM EducationCredit Finance Corporation, which upon receipt thereof will dividend all of itsright, title and interest in and to the Call Option to SLM Corporation, and inacceptance of such transfer SLM Corporation also hereby agrees to abide by allterms and conditions hereunder with respect to the Call Option as set forth inthese Reset Rate Note Procedures.

Appendix A-2-5

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

(d) The Call Option may be exercised with respect to the ResetRate Notes at any time on or prior to the determination of the related Spread orfixed rate or the declaration of a Failed Remarketing, as applicable, on therelated Spread Determination Date by delivery of a Call Option Notice; providedthat the Call Option may not be exercised before the day following the lastDistribution Date immediately preceding the next applicable Reset Date. Inaddition, for so long as the Reset Rate Notes are listed on the Luxembourg StockExchange, the holder of the Call Option shall cause a notice of the exercise ofthe Call Option to be published in a leading newspaper having generalcirculation in Luxembourg (which is expected to be The Luxemburger Wort). Oncewritten notice of the exercise of the Call Option is given, such exercise maynot be rescinded.

(e) All amounts due and owing to the Reset Rate Noteholders shallbe remitted on or before the related Reset Date by the holder of the Call Optionin accordance with the standard procedures established by the Clearing Agenciesfor transfer of securities to ensure timely payment of principal to the ResetRate Noteholders on the Reset Date.

(f) In the event that the Call Option is exercised with respect tothe Reset Rate Notes if they are then in Foreign Exchange Mode, the holder ofthe Call Option shall deliver the U.S. Dollar Equivalent Principal Amountremaining after all payments of principal are made with respect to the relatedDistribution Date, and interest (if applicable) owing to the Reset RateNoteholders to the Remarketing Agents for delivery to the Swap Counterparties tothe related Class A-6 Currency Swap Agreements, who shall exchange such amount



into the applicable currency for delivery to the Reset Rate Noteholders;provided, however, that if there are no such Class A-6 Currency Swap Agreementsthen in effect, the holder of the Call Option shall remit all amounts due andowing to the Remarketing Agents for delivery to the Reset Rate Noteholders inthe applicable currency on or before the Reset Date in accordance with thestandard procedures established by the related Clearing Agencies for transfer ofsecurities to ensure timely payment of principal to the Reset Rate Noteholderson the Reset Date.

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

Appendix A-2-6

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

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

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

(b) If pursuant to the Remarketing Terms Notice, the RemarketingAgents, in consultation with the Administrator, have determined that the ResetRate Notes are to be reset to bear a fixed rate of interest, then the applicablefixed rate of interest for the corresponding Reset Period will be determined onthe Spread Determination Date by adding (i) the applicable spread as determinedby the Remarketing Agents on the Spread Determination Date and (ii) the yield tomaturity on the Spread Determination Date of the applicable fixed rate pricingbenchmark, selected by the Remarketing Agents, as having an expected weightedaverage life based on a scheduled maturity at the next Reset Date, which wouldbe used in accordance with customary financial practice in pricing new issues ofasset-backed securities of comparable average life; provided that such fixedrate of interest will in no event be lower than the related All Hold Rate, ifapplicable. The Remarketing Agents shall determine the applicable fixed rate ofinterest for the Reset Rate Notes (by reference to the applicable fixed rate



pricing benchmark plus or minus the spread determined on the Remarketing TermsDetermination Date) on each Spread Determination Date irrespective of whether noremarketing will occur as the result of the application of the All Hold Rate, ifapplicable. In addition, on the related Spread Determination Date, theRemarketing Agents, in consultation with the Administrator, shall determine theSupplemental Interest Account Deposit Amount, if any, for the Reset Rate Notes.

(c) If pursuant to the Remarketing Terms Notice, the RemarketingAgents, in consultation with the Administrator, have determined that the ResetRate Notes are to be reset to bear a floating rate of interest, then, on therelated Spread Determination Date, the Remarketing Agents will establish theapplicable Spread to be added or subtracted from the applicable Index;

Appendix A-2-7

provided that such floating rate of interest will in no event be lower than therelated All Hold Rate, if applicable.

(d) If required pursuant to Section 2(c) above, on the relatedReset Date the Trust shall enter into either (i) one or more Class A-6 CurrencySwap Agreements, if the Reset Rate Notes are to be reset in Foreign ExchangeMode, or (ii) one or more Interest Rate Swap Agreements if the Reset Rate Notesare to be reset in U.S. Dollars and to bear interest at a fixed rate or at afloating rate other than one based on LIBOR or a Commercial Paper Rate, with anEligible Swap Counterparty.

(e) On or immediately following the Spread Determination Date, theRemarketing Agents will communicate in writing (including facsimile or otherelectronic transmission if in accordance with each Clearing Agency's standardprocedures) the contents of the Spread Determination Notice to each ClearingAgency (and the Luxembourg Stock Exchange if the Reset Rate Notes are thenlisted on such exchange) or the Reset Rate Noteholders if Definitive Notes havebeen issued, as applicable, with instructions to distribute such notices to itsrelated participants, or to the Reset Rate Noteholders, as applicable, theIndenture Trustee and the Rating Agencies. The Spread Determination Notice willcontain: (i) the determined Spread or fixed rate of interest, as the case maybe, or, if applicable, a statement that the All Hold Rate or the FailedRemarketing Rate will be in effect for the immediately following Reset Period,(ii) any applicable currency exchange rate, (iii) the identity of any selectedSwap Counterparty or Counterparties, if applicable, (iv) if applicable, thefloating rate (or rates) of interest to be due to each selected SwapCounterparty with respect to each Distribution Date during the immediatelyfollowing Reset Period and (v) any other information that the Administrator orthe Remarketing Agents deem applicable. Furthermore, for the Reset Rate Notes tobe reset in Foreign Exchange Mode, the currency exchange rate, the ExtensionRate due to each related Class A-6 Currency Swap Counterparty and the FailedRemarketing Rate for the immediately following Reset Period will be determinedpursuant to the terms of the related Class A-6 Currency Swap Agreement andcontained in the Spread Determination Notice. In addition, if required for theimmediately following Reset Period, on or before the related SpreadDetermination Date the Administrator will arrange for new or additionalsecurities identification codes to be obtained as required.

Section 10. Swap Agreements:

(a) If the Reset Rate Notes are to be reset in Foreign ExchangeMode, on the Reset Date, the Administrator will enter into (not in itsindividual capacity, but solely as Administrator on behalf of the Trust) or willinstruct the Eligible Lender Trustee to enter into (not in its individualcapacity, but solely as Eligible Lender Trustee) one or more Class A-6 CurrencySwap Agreements for the Reset Period.

(i) Each Class A-6 Currency Swap Counterparty which isparty to a related Class A-6 Currency Swap Agreement will be entitledto receive: (A) on the effective date of such Class A-6 Currency SwapAgreement, all secondary market trade proceeds received from purchasersof the Reset Rate Notes in the applicable currency, (B) with respect toeach applicable Distribution Date, (x) an interest rate of Three-Month



LIBOR, plus or minus a spread, as determined from the bidding processdescribed in Section 10(d) below (other than as may be interpolated foran initial or final calculation period

Appendix A-2-8

under that Class A-6 Currency Swap Agreement), multiplied by the U.S.Dollar Equivalent Principal Amount of the Reset Rate Notes, andmultiplied by a fraction determined by the number of days in theapplicable Accrual Period and the applicable Day Count Basis and (y)all payments of principal in U.S. Dollars that are allocated to theReset Rate Notes; provided that if the Reset Rate Notes bear a fixedrate of interest, all principal payments allocated to the Reset RateNotes on any Distribution Date will be deposited into the AccumulationAccount and paid to the related Swap Counterparties on or about thenext Reset Date as set forth in the related Class A-6 Currency SwapAgreements (including all sums required to be deposited therein on theReset Date), but excluding all Investment Earnings thereon, and (C) ona Reset Date corresponding to a successful remarketing or an exerciseof the Call Option, all U.S. Dollar currency equivalent of allsecondary market trade proceeds or proceeds from the exercise of theCall Option, as applicable, received from the Remarketing Agentsdirectly from purchasers of the Reset Rate Notes (if in U.S. Dollars),from the new Class A-6 Currency Swap Counterparty or Counterparties, asapplicable (if in non-U.S. Dollar currency) or from the holder of theCall Option, as applicable. With respect to the Initial Class A-6Currency Swap Agreement, the Initial Class A-6 Currency SwapCounterparty shall be entitled to receive on the Closing Date in lieuof secondary market proceeds described in clause (A) above, allapplicable non-U.S. Dollar currency proceeds received by the Trust frompurchasers of the Reset Rate Notes (which shall be net of anyunderwriting commission or discount owing to the initial purchasers ofsuch Notes).

(ii) In addition, each related Class A-6 Currency SwapCounterparty will be obligated to pay to the Trust (for payment to theReset Rate Noteholders, if applicable): (A) on the effective date ofsuch Class A-6 Currency Swap Agreement, the U.S. Dollar equivalent ofall secondary market trade proceeds received from purchasers of theReset Rate Notes, (B) with respect to each applicable DistributionDate, (x) their applicable percentage of the applicable rate ofinterest on the Reset Rate Notes multiplied by the U.S. DollarEquivalent Principal Amount of the Reset Rate Notes and multiplied by afraction determined by the number of days in the applicable AccrualPeriod and the applicable Day Count Basis, and (y) the applicablenon-U.S. Dollar currency equivalent of the U.S. Dollars such SwapCounterparty concurrently receives from the Trust as a payment ofprincipal allocated to the Reset Rate Noteholders (including, on theMaturity Date for the Reset Rate Notes, if a Class A-6 Currency SwapAgreement is then in effect, the remaining Outstanding Amount of theReset Rate Notes) but only to the extent that the required U.S. DollarEquivalent Principal Amount is received from the Trust on such date, atan exchange rate to be set on the effective date of and set forth inthe related Class A-6 Currency Swap Agreement, (C) on the secondBusiness Day following a Distribution Date that is also a Reset Date(other than for any Reset Period following a Reset Date upon which aFailed Remarketing has occurred, up to and including the Reset Dateresulting in a successful remarketing or an exercise of the CallOption) their applicable percentage of interest at the interest ratefrom and including the Reset Date to, but excluding, the secondBusiness Day following such Reset Date, and (D) on a Reset Datecorresponding to a successful remarketing or an exercise of the CallOption, the applicable currency equivalent of all U.S. Dollar secondarymarket trade proceeds received by the Trust from the purchasers of theReset Rate Notes or proceeds received by the Trust from the exercise ofthe Call Option, as applicable, at an exchange rate to be

Appendix A-2-9



set on the effective date of and set forth in the related Class A-6Currency Swap Agreement. With respect to the Initial Class A-6 CurrencySwap Agreement, the Initial Class A-6 Currency Swap Counterparty shallbe obligated to pay to the Trust on the Closing Date in lieu of thepayments described in clause (A) above, the U.S. Dollar EquivalentPrincipal Amount of the applicable non-U.S. Dollar currency received bythe Trust from the sale of the Class A-6 Notes. For any Reset Periodfollowing a Reset Date upon which a Failed Remarketing has occurred, upto any including the Reset Date resulting in a successful remarketingor an exercise of the Call Option for the Reset Rate Notes, payments ofinterest and principal to the Reset Rate Noteholders will be made onthe second Business Day following the Reset Date without the payment ofany additional interest.

(b) [Reserved.]

(c) On the Closing Date, and on each Reset Date if the Reset RateNotes are to be reset in U.S. Dollars, and a Swap Agreement is required pursuantto Sections 2(c) and 9(d) above, then the Administrator will enter into (not inits individual capacity, but solely as Administrator on behalf of the Trust) orwill instruct the Eligible Lender Trustee to enter into (not in its individualcapacity, but solely as Eligible Lender Trustee), one or more Interest Rate SwapAgreements for the next Reset Period to facilitate the Trust's ability to payapplicable interest at the related interest rate.

(i) Each Swap Counterparty which is party to a relatedInterest Rate Swap Agreement will be entitled to receive on eachDistribution Date an interest rate of Three-Month LIBOR, plus or minusa spread, as determined from the bidding process described in Section10(d) below, multiplied by the Outstanding Amount of the Reset RateNotes and multiplied by a fraction determined by the number of days inthe applicable Accrual Period and the applicable Day Count Basis.

(ii) In addition, each related Swap Counterparty which isa party to a related Interest Rate Swap Agreement will be obligated topay to the Trust on each Distribution Date, the applicable rate ofinterest on the Reset Rate Notes multiplied by the Outstanding Amountof the Reset Rate Notes and multiplied by a fraction determined by thenumber of days in the applicable Accrual Period and the applicable DayCount Basis.

(d) Other than with respect to the Initial Class A-6 Currency SwapAgreement, the Remarketing Agents, in consultation with the Administrator, indetermining the Swap Counterparty to each required Swap Agreement, will solicitbids from at least three Eligible Swap Counterparties and will select the lowestof these bids to provide the interest rate swap and/or currency exchangeswap(s). If the lowest bidder specifies a notional amount that is less than theOutstanding Amount of the Reset Rate Notes, the Remarketing Agents, inconsultation with the Administrator, may select more than one Eligible SwapCounterparty, but only to the extent that such additional Eligible SwapCounterparties have provided the next lowest received bid or bids, and enterinto more than one Swap Agreement that result in the Rating Agency Conditionbeing satisfied.

Appendix A-2-10

(e) Other than with respect to the Initial Class A-6 Currency SwapAgreement, it is a condition precedent to the entering into of any SwapAgreement and the setting of the amount to be paid to the related SwapCounterparty that the Rating Agency Condition is satisfied. No Swap Agreementwill be entered into or caused to be entered into by the Trust, theAdministrator on its behalf or the Remarketing Agents, for any Reset Periodwhere either the Call Option has been exercised or a Failed Remarketing has beendeclared.

(f) Each Class A-6 Currency Swap Agreement will terminate at theearliest to occur of (i) the next succeeding Reset Date for which there is a



successful remarketing, (ii) the Reset Date for which the Call Option isexercised, (iii) the Distribution Date on which the Outstanding Amount of theReset Rate Notes are reduced to zero (including as the result of the optionalpurchase of the remaining Trust Student Loans by the Servicer or an auction ofthe Trust Student Loans by the Indenture Trustee) or (iv) the Maturity Date ofthe Reset Rate Notes. No Class A-6 Currency Swap Agreement will terminate solelydue to the declaration of a Failed Remarketing. Each Interest Rate SwapAgreement will terminate on the earliest to occur of the next Reset Date, or theoccurrence of an event specified in clause (iii) or (iv) above.

(g) With respect to each Class A-6 Currency Swap Agreement, and inthe event that a Failed Remarketing is declared, the rate of interest due toeach related Class A-6 Currency Swap Counterparty from the Trust on eachDistribution Date will be increased to the Extension Rate and the rate due tothe Trust from each related Class A-6 Currency Swap Counterparty will change toequal the Failed Remarketing Rate.

Section 11. Accumulation Account; Supplemental Interest Account: (a)If, on any Distribution Date, principal would be payable to the Reset Rate Noteswhich are then bearing interest at a fixed rate (including without limitationduring the initial Reset Period), that principal (subject to sufficientAvailable Funds therefor) will be allocated to the Reset Rate Notes anddeposited into the Accumulation Account, where it will remain until the nextReset Date (except that if the Reset Rate Notes are in Foreign Exchange Mode,principal will be paid according to the provisions of Sections 10(a)(i) and(a)(ii) above), unless an Event of Default under the Indenture or a sale of theTrust Estate pursuant to Section 6.1 of the Administration Agreement hasoccurred (in which case the Indenture Trustee will distribute all sums ondeposit therein (exclusive of Investment Earnings) to the Reset Rate Noteholdersin accordance with the provisions of Section 5.4(b) of the Indenture or Section6.1 of the Administration Agreement, as applicable).

(b) On each Reset Date, if the Reset Rate Notes bore interest at afixed rate during the preceding Reset Period (including without limitation, onthe Initial Reset Date), all sums, if any, then on deposit in the AccumulationAccount, including any allocation of principal made on the same date, but lessany Investment Earnings, will be distributed by the Indenture Trustee, at thedirection of the Administrator, as set forth in Section 2.8 of theAdministration Agreement, (x) to the holders of the Reset Rate Notes, as of theRecord Date, or (y) if the Reset Rate Notes are then in Foreign Exchange Mode(including during the initial Reset Period), to the related Class A-6 CurrencySwap Counterparty or Counterparties for the benefit of such Reset RateNoteholders as of the Record Date pursuant to the provisions of Section 10(a)(i)and (a)(ii) above, in reduction of principal of the Reset Rate Notes; providedthat in the event on any Distribution Date the amount on deposit in theAccumulation Account (excluding any Investment Earnings) would

Appendix A-2-11

equal the Outstanding Amount of the Reset Rate Notes, no additional amounts willbe deposited into the Accumulation Account and all amounts therein, less anyInvestment Earnings, will be distributed by the Indenture Trustee, at thedirection of the Administrator, as set forth in Section 2.8 of theAdministration Agreement, on the next Reset Date to the Reset Rate Noteholdersor the related Class A-6 Currency Swap Counterparty or Counterparties (asapplicable), and on such Reset Date the Reset Rate Notes will no longer beOutstanding. Amounts on deposit in an Accumulation Account (exclusive ofInvestment Earnings) may be used only to pay principal on the Reset Rate Notes(or to the related Class A-6 Currency Swap Counterparty or Counterparties) andfor no other purpose. On each Distribution Date, all Investment Earnings ondeposit in the Accumulation Account will be withdrawn by the Indenture Trustee,at the direction of the Administrator and deposited into the Collection Account.

(c) The Indenture Trustee, subject to sufficient available fundstherefor, at the direction of the Administrator and pursuant to Section2.10(d)(ii) of the Administration Agreement, will deposit into the SupplementalInterest Account, the related Supplemental Interest Account Deposit Amount. Oneach Distribution Date, all sums (which shall include Investment Earnings) on



deposit in the Supplemental Interest Account will be withdrawn by the IndentureTrustee, at the direction of the Administrator, as set forth in Section2.10(d)(iii) of the Administration Agreement, and deposited into the CollectionAccount.

Section 12. Remarketing Agents; Remarketing Fee Account: (a) Theinitial Remarketing Agents, appointed pursuant to the terms of the RemarketingAgreement, are Credit Suisse Boston LLC, J.P. Morgan Securities Inc. and MerrillLynch, Pierce, Fenner & Smith Incorporated. The terms and conditions of theRemarketing Agreement will govern the duties and obligations of the RemarketingAgents. The Administrator, the Trust and the Remarketing Agents will enter intoon each (A) Remarketing Terms Determination Date, a Remarketing AgencyAgreement, in form and substance substantially the same as Appendix B to theRemarketing Agreement, unless (i) a Failed Remarketing is declared, or (ii) theholder of the Call Option has delivered the Call Option Notice on or prior tosuch date; and (B) Spread Determination Date, a Supplemental Remarketing AgencyAgreement, in form and substance substantially the same as Appendix C to theRemarketing Agreement, unless (i) a Failed Remarketing is declared, (ii) theholder of the Call Option has delivered the Call Option Notice on or prior tosuch date, or (iii) if applicable, 100% of the Reset Rate Noteholders havetimely delivered a Hold Notice and the All Hold Rate will apply for the nextReset Period.

(b) [Reserved.]

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

Appendix A-2-12

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

(e) Purchasers of the Reset Rate Notes will be credited with theirpositions on the Reset Date with respect to positions held through DTC or on thenext Business Day with respect to positions held through the European ClearingSystems. No payment delay to existing Reset Rate Noteholders holding U.S.Dollar-denominated Reset Rate Notes through DTC will occur on the Reset Date forsuch Reset Rate Notes denominated in U.S. Dollars during the immediatelyfollowing Reset Period.

(f) Each of the Remarketing Agents, in its individual or any othercapacity, may buy, sell, hold and deal in the Reset Rate Notes, including, butnot limited to, purchasing any tendered Reset Rate Notes as part of theremarketing process. Any Remarketing Agent that owns a Reset Rate Note mayexercise any vote or join in any action which any beneficial owner of the ResetRate Notes may be entitled to exercise or take with like effect as if it did notact in any capacity under the Remarketing Agreement or Remarketing AgencyAgreement. Any Remarketing Agent, in its individual capacity, either asprincipal or agent, may also engage in or have an interest in any financial orother transaction with the Trust, the Depositor, the Servicer, the IndentureTrustee (in its individual capacity), the Eligible Lender Trustee (in itsindividual capacity) or the Administrator as freely as if it did not act in anycapacity under the Remarketing Agreement or any Remarketing Agency Agreement. NoReset Rate Noteholder or beneficial owner of any Reset Rate Note will have anyrights or claims against any Remarketing Agent as a result of such RemarketingAgent's not purchasing any tendered Reset Rate Note, which results in thedeclaration of a Failed Remarketing.



(g) Each of the Remarketing Agents will be entitled to receive afee in connection with their services rendered for each successful remarketingof the Reset Rate Notes in the amount set forth in the Remarketing Agreement andthe related Remarketing Agency Agreement. Subject to the terms and conditionsset forth in the Remarketing Agreement, the Administrator, in its solediscretion, may change the Remarketing Agents for the Reset Rate Notes for anyReset Period at any time on or before the related Remarketing TermsDetermination Date. In addition, the Administrator will appoint one or moreadditional Remarketing Agents, if necessary, for a Reset Date when the ResetRate Notes will be remarketed in a non-U.S. Dollar currency. Furthermore, aRemarketing Agent may resign at any time; provided that no resignation maybecome effective on a date that is later than 15 Business Days prior to aRemarketing Terms Determination Date.

(h) In accordance with Section 2.3(i) of the AdministrationAgreement, on the Closing Date, the Trust will establish the Remarketing FeeAccount as an asset of the Trust in the name of the Indenture Trustee, for thebenefit of the Remarketing Agents and the Reset Rate Noteholders. The feesassociated with each successful remarketing will be payable directly to theRemarketing Agents from amounts on deposit from time to time in the RemarketingFee Account. On each applicable Distribution Date, Available Funds will bedeposited into the Remarketing Fee Account, in the priority set forth in Section2.8(c) of the Administration Agreement, in an amount up to the Quarterly FundingAmount; provided that if the amount on

Appendix A-2-13

deposit in the Remarketing Fee Account, after the payment of any remarketingfees therefrom, exceeds the sum of the Reset Period Target Amount for all ResetRate Notes, such excess will be withdrawn on the related Distribution Date,deposited into the Collection Account and included in Available Funds for thatDistribution Date. All Investments Earnings on deposit in the Remarketing FeeAccount will be withdrawn on the next Distribution Date, deposited into theCollection Account and included in Available Funds for that Distribution Date.In the event that the fees owed to any Remarketing Agent on a Reset Date exceedsthe amount then on deposit in the Remarketing Fee Account, such shortfall shallbe paid from Available Funds on future Distribution Dates in the priority setforth in Section 2.8(n) of the Administration Agreement. The Trust shall also beresponsible for certain remarketing costs and expenses to the extent set forthin Section 3 of the Remarketing Agreement, which shall be paid on eachDistribution Date, to the extent of Available Funds, at the priority set forthin Section 2.8(o) of the Administration Agreement.

Section 13. Eligible Lender Trustee: The Eligible Lender Trustee ishereby authorized and directed to execute and deliver, not in its individualcapacity, but solely as Eligible Lender Trustee on behalf of the Trust, theRemarketing Agreement, any Swap Agreements (including the Initial Class A-6Currency Swap Agreement) and any required supplement, amendment or replacementthereof, and all Remarketing Agency Agreements and Supplemental RemarketingAgency Agreements as the Administrator, in writing and from time to time, shallinstruct the Eligible Lender Trustee to execute. The Eligible Lender Trusteeshall not be liable to any party, any third party or any Noteholder for any suchactions taken at the written instruction of the Administrator. Notwithstandingthe foregoing, in the event that the Eligible Lender Trustee declines or failsto execute or deliver any such document, instrument, certificate or agreement asinstructed by the Administrator, the Administrator is hereby authorized, in itssole discretion, to execute and deliver, not in its individual capacity butsolely as Administrator on behalf of the Trust, all such required documents,instruments, certificates and agreements. The foregoing authorization shallrepresent a limited power of attorney granted by the Trust to the Administratorto act on its behalf, and the Administrator shall not be liable to any party,any third party or any Noteholder for any such actions taken in good faith andin accordance with these Reset Rate Note Procedures.

Appendix A-2-14



APPENDIX A-3

TRANSFER RESTRICTIONS FORTHE RESET RATE NOTES

1. Except as otherwise specified herein or as the context may otherwiserequire, capitalized terms used but not otherwise defined in this Appendix A-3(this "Appendix") are defined in Appendix A-1, which also contains rules as tousage that shall be applicable herein.

2. The Indenture Trustee, as Note Registrar, shall provide for theregistration of the Reset Rate Notes and of Transfers and exchanges of the ResetRate Notes pursuant to Section 2.4 of the Indenture.

3. The Reset Rate Notes initially will be represented by registered notesof such class in global form and shall be issued in the manner set forth inSections 2.1, 2.2 and 2.10 of the Indenture. Global Note Certificatesrepresenting interests in the Reset Rate Notes may be reissued and representedby Reset Rate Notes of such class in definitive form pursuant to Section 2.12 ofthe Indenture.

4. During any Reset Period when the Reset Rate Notes are denominated in anon-U.S. Dollar currency, any Transfer of Reset Rate Notes made in violation ofSection 2.1 of the Indenture whereby a beneficial interest in either of theNon-U.S. Global Note Certificates is Transferred to any related U.S. Global NoteCertificate, or vice versa (other than on a Reset Date where such class is beingreset from being denominated in Foreign Exchange Mode, to U.S. Dollars), shallbe null and void and of no effect.

5. Each purchaser of the Reset Rate Notes that represent a beneficialinterest in a Global Note Certificate will be deemed to have represented andagreed, and each purchaser of a Definitive Note will be required to certify inwriting, that:

(i) (A) the purchaser is a QIB and is acquiring such Reset RateNotes for its own account or as a fiduciary or agent forothers (which others also must be QIBs), for investmentpurposes and not for distribution in violation of the Act, andit is able to bear the economic risk of an investment in theReset Rate Notes and has such knowledge and experience infinancial and business matters as to be capable of evaluatingthe merits and risks of purchasing the Reset Rate Notes or (B)the purchaser is a non-U.S. Person (as defined in RegulationS) outside the United States of America, acquiring the ResetRate Notes pursuant to an exemption from registration inaccordance with Rule 903 or Rule 904 of Regulation S;

(ii) the purchaser understands that the Reset Rate Notes are beingoffered only in a transaction that does not requireregistration under the Act and, if such purchaser decides toresell or otherwise Transfer such Reset Rate Notes, then itagrees that it will resell or Transfer such Reset Rate Notesonly (A) so long as such Reset Rate Notes are eligible forresale pursuant to Rule 144A, to a person whom the sellerreasonably believes is a QIB acquiring the Reset Rate Notesfor its own account

Appendix A-3-1

or as a fiduciary or agent for others (which others must alsobe QIBs) to whom notice is given that the resale or otherTransfer is being made in reliance on Rule 144A, (B) pursuantto an effective registration statement under the Act, (C)pursuant to an exemption from registration available under theAct other than Rule 144A, or (D) to a purchaser who is anon-U.S. Person (as defined in Regulation S) outside theUnited States of America, acquiring the Reset Rate Notes



pursuant to an exemption from registration under the Act inaccordance with Rule 903 or Rule 904 of Regulation S, in eachcase in accordance with any applicable United States statesecurities or "blue sky" laws or any securities laws of anyother jurisdiction;

(iii) unless the relevant legend set out below has been removed fromthe Reset Rate Notes such purchaser shall notify eachtransferee of the Reset Rate Notes that (A) such Reset RateNotes have not been registered under the Act, (B) the holderof such Reset Rate Notes is subject to the restrictions on theresale or other Transfer thereof described in paragraph (ii)above, (C) such transferee shall be deemed to have represented(1) as to its status as a QIB or a purchaser acquiring theReset Rate Notes in an offshore transaction pursuant to therequirements of Regulation S, as the case may be, (2) if suchtransferee is a QIB, that such transferee is acquiring theReset Rate Notes for its own account or as a fiduciary oragent for others (which others also must be QIBs) (or thatsuch transferee is acquiring such Reset Rate Notes in relianceon an exemption under the Act other than Rule 144A or pursuantto an effective registration statement under the Act), (3) ifsuch transferee is a non-U.S. Person (as defined in RegulationS) outside the United States of America, that such transfereeis acquiring the Reset Rate Notes pursuant to an exemptionfrom registration under the Act in accordance with therequirements of Rule 903 or Rule 904 of Regulation S, (4) thatsuch transferee is not an underwriter within the meaning ofSection 2(11) of the Act, and (5) that such transferee shallbe deemed to have agreed to notify its subsequent transfereesas to the foregoing;

(iv) the acquisition or purchase by an employee benefit plan orother retirement arrangements ("Plan") of a Reset Rate Notewill not constitute or otherwise result in: (A) in the case ofa Plan subject to Section 406 of Employee Retirement IncomeSecurity Act of 1974, as amended ("ERISA") or Section 4975 ofthe Internal Revenue Code of 1986, as amended ("Code"), anon-exempt prohibited transaction in violation of Section 406of ERISA or Section 4975 of the Code which is not covered by aclass or other applicable exemption and (B) in the case of aPlan subject to a substantially similar federal, state, localor foreign law ("Similar Law"), a non-exempt violation of suchsubstantially Similar Law.

6. (A) By acceptance of a Reset Rate Note, whether upon original issuanceor subsequent Transfer, each Reset Rate Noteholder or Note Owner, as applicable,of such Reset Rate Note (or a beneficial interest therein) offered and sold onlyto a QIB in reliance on Rule 144A, acknowledges or is deemed to acknowledge, asthe case may be, the restrictions on the Transfer of such Reset Rate Notes andthat the following securities legend (the "Rule 144A Securities

Appendix A-3-2

Legend") shall be affixed to each U.S. Rule 144A Global Note Certificate (asdefined in Section 2.1 of the Indenture), Non-U.S. Rule 144A Global NoteCertificate (as defined in Section 2.1 of the Indenture) and each DefinitiveNote representing an interest in either such certificate (collectively, the"Rule 144A Certificates") unless determined otherwise in accordance withapplicable law:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITEDSTATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANYUNITED STATES STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIESLAWS OF ANY OTHER JURISDICTION, AND, AS A MATTER OF U.S. LAW, MAY NOTBE OFFERED OR SOLD IN VIOLATION OF THE SECURITIES ACT OR SUCH OTHERLAWS. THIS NOTE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF NOTLESS THAN $250,000, (pound)100,000, (euro)100,000 OR THE APPLICABLE



CURRENCY EQUIVALENT OF $250,000, DEPENDING ON ITS CURRENCY OFDENOMINATION. THE HOLDER HEREOF, BY PURCHASING OR ACCEPTING THIS NOTEIS HEREBY DEEMED TO HAVE AGREED FOR THE BENEFIT OF THE TRUST AND THEINITIAL PURCHASERS THAT IT WILL RESELL, PLEDGE OR OTHERWISE TRANSFERTHIS NOTE, AS A MATTER OF U.S. LAW, ONLY (A) (1) SO LONG AS THIS NOTEIS ELIGIBLE FOR RESALE, PURSUANT TO RULE 144A PROMULGATED UNDER THESECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLYBELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A (A"QUALIFIED INSTITUTIONAL BUYER"), THAT IS ACQUIRING THIS NOTE FOR ITSOWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUSTALSO BE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THATTHE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,(2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACTOTHER THAN RULE 144A, (3) TO A PERSON WHO IS NOT A U.S. PERSON (ASDEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) OUTSIDETHE UNITED STATES OF AMERICA ACQUIRING THIS NOTE IN ACCORDANCE WITHRULE 903 OR RULE 904 OF REGULATION S PROMULGATED UNDER THE SECURITIESACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY UNITED STATES STATESECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHERJURISDICTION. UPON ACQUISITION OR TRANSFER OF A RESET RATE NOTE OR ABENEFICIAL INTEREST IN A RESET RATE NOTE, AS THE CASE MAY BE, BY, FOROR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENTARRANGEMENT (A "PLAN"), SUCH RESET RATE NOTE OWNER SHALL BE DEEMED TOHAVE REPRESENTED THAT SUCH ACQUISITION OR PURCHASE WILL NOT CONSTITUTEOR OTHERWISE RESULT IN: (I) IN THE CASE OF A PLAN SUBJECT TO SECTION406 OF EMPLOYEE RETIREMENT INCOME

Appendix A-3-3

SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THEINTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A NON-EXEMPTPROHIBITED TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA OR SECTION4975 OF THE CODE WHICH IS NOT COVERED BY A CLASS OR OTHER APPLICABLEEXEMPTION AND (II) IN THE CASE OF A PLAN SUBJECT TO A SUBSTANTIALLYSIMILAR FEDERAL, STATE, LOCAL OR FOREIGN LAW ("SIMILAR LAW"), ANON-EXEMPT VIOLATION OF SUCH SUBSTANTIALLY SIMILAR LAW. ANY TRANSFERFOUND TO HAVE BEEN MADE IN VIOLATION OF SUCH DEEMED REPRESENTATIONSHALL BE NULL AND VOID AND OF NO EFFECT.

THIS NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROMTIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES UNDERTAKEN ORREPRESENTED BY THE HOLDER, FOR RESALES AND OTHER TRANSFERS OF THISNOTE, TO REFLECT ANY CHANGE IN APPLICABLE LAWS OR REGULATIONS (OR THEINTERPRETATION THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHERTRANSFERS OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTEAND ANY BENEFICIAL OWNER OF ANY INTEREST THEREIN SHALL BE DEEMED, BYITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENTOR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THEHOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS NOTE AND ANY RESET RATENOTES ISSUED IN EXCHANGE OR SUBSTITUTION HEREFOR, WHETHER OR NOT ANYNOTATION THEREOF IS MADE HEREON) AND AGREES TO TRANSFER THIS NOTE ONLYIN ACCORDANCE WITH ANY SUCH AMENDMENT OR SUPPLEMENT IN ACCORDANCE WITHAPPLICABLE LAW IN EFFECT AT THE DATE OF SUCH TRANSFER.

(B) By acceptance of a Reset Rate Note, whether upon original issuanceor subsequent Transfer, each Reset Rate Noteholder or Note Owner, as applicable,of the Reset Rate Notes (or a beneficial interest therein) offered and sold onlyto a non-U.S. Person (as defined in Regulation S) outside the United States ofAmerica in reliance on Regulation S acknowledges or is deemed to acknowledge, asthe case may be, the restrictions on the Transfer of such Reset Rate Notes andthat the following securities legend (the "Regulation S Securities Legend" andwith the Rule 144A Securities Legend, the "Securities Legends" and each a"Securities Legend") shall be affixed to each Regulation S Global NoteCertificate and each Definitive Note representing an interest in suchcertificate (collectively, the "Regulation S Certificates") unless determinedotherwise in accordance with applicable law:



THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),ANY UNITED STATES STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIESLAWS OF ANY OTHER

Appendix A-3-4

JURISDICTION, AND, AS A MATTER OF U.S. LAW, PRIOR TO THE DATE THAT IS40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THERESET RATE NOTES AND THE CLOSING OF THE OFFERING OF THE RESET RATENOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THEUNITED STATES OF AMERICA OR TO A U.S. PERSON (AS DEFINED IN REGULATIONS PROMULGATED UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTIONFROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACHCASE IN ACCORDANCE WITH ANY UNITED STATES STATE SECURITIES OR "BLUESKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTEMAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF NOT LESS THAN$250,000, (pound)100,000, (euro)100,000 OR THE APPLICABLE CURRENCYEQUIVALENT OF $250,000, DEPENDING ON ITS CURRENCY OF DENOMINATION.

UPON ACQUISITION OR TRANSFER OF A RESET RATE NOTE OR A BENEFICIALINTEREST IN A RESET RATE NOTE, AS THE CASE MAY BE, BY, FOR OR WITH THEASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A"PLAN"), SUCH RESET RATE NOTE OWNER SHALL BE DEEMED TO HAVE REPRESENTEDTHAT SUCH ACQUISITION OR PURCHASE WILL NOT CONSTITUTE OR OTHERWISERESULT IN: (I) IN THE CASE OF A PLAN SUBJECT TO SECTION 406 OF EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ANON-EXEMPT PROHIBITED TRANSACTION IN VIOLATION OF SECTION 406 OF ERISAOR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY A CLASS OR OTHERAPPLICABLE EXEMPTION AND (II) IN THE CASE OF A PLAN SUBJECT TO ASUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR FOREIGN LAW ("SIMILARLAW"), A NON-EXEMPT VIOLATION OF SUCH SUBSTANTIALLY SIMILAR LAW. ANYTRANSFER FOUND TO HAVE BEEN MADE IN VIOLATION OF SUCH DEEMEDREPRESENTATION SHALL BE NULL AND VOID AND OF NO EFFECT.

Upon the Transfer, exchange or replacement of a Rule 144A Certificateor a Regulation S Certificate bearing the applicable legends set forth above, orupon specific request for removal of the legends, the Trust or the Registrarwill deliver only replacement Rule 144A Certificates or Regulation SCertificates, as the case may be, that bear such applicable legends, or willrefuse to remove such applicable legends, unless there is delivered to the Trustand the Registrar such satisfactory evidence (which may include a legal opinion)as may reasonably be required by the Trust and the Indenture Trustee thatneither the applicable legends nor the restrictions on Transfer set forththerein are required to ensure compliance with the provisions of the Act.

Appendix A-3-5

Whenever a Global Note Certificate is to be exchanged for DefinitiveNotes, such Definitive Notes will be issued within five business days ofdelivery to the Registrar of the information and any required certificationdescribed in the preceding paragraph against the surrender of the relevantGlobal Note Certificate at the specified office of the Registrar. Such exchangeshall be effected in accordance with the regulations concerning the Transfer andregistration from time to time relating to the Reset Rate Notes and shall beeffected without charge, but against such indemnity as the Registrar may requirein respect of any tax or other duty of whatsoever nature which may be levied orimposed in connection with such exchange.

Each Reset Rate Noteholder or Note Owner, as applicable, of such ResetRate Note, by its acceptance of a Reset Rate Note or a beneficial interesttherein, respectively, also agrees that it will Transfer such Reset Rate Note orbeneficial interest therein, as the case may be, only as provided herein and inaccordance with the Indenture. In addition, by acceptance of any Reset Rate Noteor beneficial interest therein, as applicable, each proposed transferee thereof



is hereby deemed to have agreed with the conditions set forth in the applicableSecurities Legend and agreed, by virtue of its acceptance of such Reset RateNote or beneficial interest therein, as the case may be, to indemnify theAdministrator, the Depositor, the Servicer, the Indenture Trustee the EligibleLender Trustee, the Remarketing Agents (in the event such Transfer is madepursuant to a successful remarketing on a Reset Date) and the Issuer against anyand all liability that may result if such Transfer is not made in a mannerconsistent with the restrictions set forth in the Securities Legend. In additionto any applicable restrictions in the Indenture, with respect to the Transferand registration of Transfer of any Reset Rate Note registered in the name of aReset Rate Noteholder other than DTC or its nominee, or Euroclear orClearstream, Luxembourg or their joint nominee, as the case may be, to atransferee that takes delivery in the form of a Definitive Note, in atransaction other than pursuant to an effective registration statement under theAct, the Indenture Trustee shall register the Transfer of such Definitive Noteif (i) (A) the requested Transfer is being made to a transferee who has providedthe Indenture Trustee and the Administrator with a Rule 144A and Related MattersCertificate, substantially in the form attached as Annex 1 hereto, (B) suchtransferee has provided comparable evidence as to its QIB status, (C) suchTransfer is being made in compliance with Regulation S and such transferee hasprovided the Indenture Trustee and the Administrator with a Regulation S andRelated Matters Certificate, substantially in the form attached as Annex 1hereto, or (D) such Transfer is being made in reliance on an exemption fromregistration under the Act other than Rule 144A or Regulation S and that suchtransferor has provided the Indenture Trustee and the Administrator withreasonably acceptable evidence thereof, and (ii) the applicable transferor hasprovided the Indenture Trustee and the Administrator with a Transferor Letter,substantially in the form of Annex 2 hereto.

6. The Reset Rate Notes will be issued only in minimum denominations of$250,000, or the applicable currency equivalent of $250,000, (euro)100,000,(pound)100,000 or the applicable currency equivalent of $250,000, depending ontheir currency of denomination, and integral multiples of $1, (euro)1, (pound)1or the applicable currency equIvalent of $1, depending on their currency ofdenomination, in excess thereof. The Reset Rate Notes are exchangeable at anytime into an equal aggregate principal amount of Reset Rate Notes of the sameclass of different authorized denominations pursuant to Section 2.4 of theIndenture.

Appendix A-3-6

7. Reset Rate Notes may be presented or surrendered pursuant to Section2.4 of the Indenture.

8. No service charge shall be made to a Noteholder for any registration ofTransfer or exchange of Reset Rate Notes, but the Indenture Trustee may requirepayment of a sum sufficient to cover any tax or other governmental chargepursuant to Section 2.4 of the Indenture.

9. The Indenture Trustee shall cancel all Reset Rate Notes surrendered forTransfer or exchange pursuant to Section 2.8 of the Indenture.

10. For so long as the Reset Rate Notes are "restricted securities" withinthe meaning of Rule 144(a)(3) of the Act, (1) the Administrator will provide orcause to be provided to any holder of such Reset Rate Notes and any prospectivepurchaser thereof designated by such a holder, upon the request of such holderor prospective purchaser, the information required to be provided to such holderor prospective purchaser by Rule 144A(d)(4) under the Act; and (2) theAdministrator shall update such information from time to time in order toprevent such information from becoming false and misleading and will take suchother actions as are necessary to ensure that the safe harbor exemption from theregistration requirements of the Act under Rule 144A is and will be availablefor resales of such Reset Rate Notes conducted in accordance with Rule 144A.

Appendix A-3-7

ANNEX 1 TO



APPENDIX A-3

FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

[Date]

[SELLER]

The Bank of New York, as Indenture Trustee2 North LaSalle, Suite 1020Chicago, Illinois 60602

Sallie Mae, Inc., as Administrator11600 Sallie Mae DriveReston, Virginia 20193

Re: SLM Student Loan Trust 2004-1, Student Loan-Backed,Class A-6 Reset Rate Notes (the "Reset Rate Notes")

Dear Sirs:

In connection with our purchase of the Reset Rate Notes of theabove-referenced series, the undersigned certifies to each of the parties towhom this letter is addressed that it is a qualified institutional buyer (asdefined in Rule 144A under the Securities Act of 1933, as amended (the "Act"))as follows:

(A) It owned and/or invested on a discretionary basis eligiblesecurities (excluding affiliate's securities, bank deposit notes and CD's, loanparticipations, repurchase agreements, securities owned but subject to arepurchase agreement and swaps), as described below:

Date: ______________, 20__ (must be on or after the close ofits most recent fiscal year)

Amount: $_________________; and

(B) The dollar amount set forth above is:

1. greater than $100 million and the undersigned is oneof the following entities:

an insurance company as defined inSection 2(13) of the Act; or

an investment company registered underthe Investment Company Act or anybusiness development company as definedin Section 2(a)(48) of the InvestmentCompany Act

Appendix A-3-8

of 1940; or

a Small Business Investment Companylicensed by the U.S. Small BusinessAdministration under Section 301 (c) or(d) of the Small Business Investment Actof 1958; or

a plan (i) established and maintained bya state, its political subdivisions, orany agency or instrumentality of a stateor its political subdivisions, the lawsof which permit the purchase ofsecurities of this type, for the benefitof its employees and (ii) the governing



investment guidelines of which permitthe purchase of securities of this type;or

a business development company asdefined in Section 202(a)(22) of theInvestment Advisers Act of 1940; or

a corporation (other than a U.S. bank,savings and loan association orequivalent foreign institution),partnership, Massachusetts or similarbusiness trust, or an organizationdescribed in Section 501(c)(3) of theInternal Revenue Code; or

a U.S. bank, savings and loanassociation or equivalent foreigninstitution, which has an audited networth of at least $25 million asdemonstrated in its latest annualfinancial statements; or

an investment adviser registered underthe Investment Advisers Act; or

2. greater than $10 million, and the undersigned is abroker-dealer registered with the SEC; or

3. less than $10 million, and the undersigned is abroker-dealer registered with the SEC and will onlypurchase Rule 144A securities in transactions inwhich it acts as a riskless principal (as defined inRule 144A); or

4. less than $100 million, and the undersigned is aninvestment company registered under the InvestmentCompany Act of 1940, which, together with one or moreregistered investment companies having the same or anaffiliated investment adviser, owns at least $100million of eligible securities; or

5. less than $100 million, and the undersigned is anentity, all the equity owners of which are qualifiedinstitutional buyers.

Appendix A-3-9

The undersigned further certifies that it is purchasing theReset Rate Notes for its own account or for the account of others thatindependently qualify as "Qualified Institutional Buyers" as defined in Rule144A (a "QIB"). It is aware that the sale of the Reset Rate Notes is being madein reliance on its continued compliance with Rule 144A. It is aware that thetransferor may rely on the exemption from the provisions of Section 5 of the Actprovided by Rule 144A. The undersigned understands that the Reset Rate Notes maybe Transferred only (A) so long as such Reset Rate Notes are eligible for resalepursuant to Rule 144A, to a person whom the seller reasonably believes is a QIBacquiring the Reset Rate Notes for its own account or as a fiduciary or agentfor others (which others must also be QIBs) to whom notice is given that theTransfer is being made in reliance on Rule 144A, (B) pursuant to an effectiveregistration statement under the Act, (C) pursuant to an exemption fromregistration available under the Act other than Rule 144A, or (D) to a purchaserwho is a non-U.S. Person (as defined in Regulation S) outside the United Statesof America, acquiring the Reset Rate Notes pursuant to an exemption fromregistration under the Act in accordance with Rule 903 or Rule 904 of RegulationS, in each case in accordance with any applicable United States state securitiesor "blue sky" laws or any securities laws of any other jurisdiction.



The undersigned agrees that if at some future time it wishesto dispose of or exchange any of the Reset Rate Notes, it will not Transfer orexchange any of the Reset Rate Notes unless: (1) the sale is to an EligiblePurchaser (as defined below), (2) all offers or solicitations in connection withthe sale, whether directly or through any agent acting on our behalf, arelimited only to Eligible Purchasers and are not made by means of any form ofgeneral solicitation or general advertising whatsoever, and (3) such transfereeshall deliver a Rule 144A and Related Matters Certificate to substantially thesame effect as this letter to the addressees hereof or a Regulation S andRelated Matters Certificate substantially in the same form as set forth in Annex1 to Appendix 3 to the Indenture, or such other evidence as may be reasonablyacceptable to the Administrator.

The undersigned hereby represents and warrants that theundersigned is accepting ownership of the Reset Rate Notes in compliance withthe restrictions set forth in Section 5 of Appendix A-3 to the Indenture, datedas of March 1, 2004 (the "Indenture"), among the Trust, Chase Manhattan BankUSA, National Association, as eligible lender trustee, and The Bank of New York,as indenture trustee, and acknowledges that the Reset Rate Notes will be issuedwith the legends set forth in Section 6 of Appendix A-3 to the Indenture.

"Eligible Purchaser" means a corporation, partnership or otherentity which we have reasonable grounds to believe and do believe (A) (i) canmake representations with respect to itself to substantially the same effect asthe representations set forth herein, and (ii) is a QIB as defined under Rule144A of the Act or any entity in which all of the equity owners come within suchparagraphs, (B) can make representations with respect to itself to substantiallythe same effect as the representations set forth in the Regulation S and RelatedMatters Certificate in the same form as Annex 1 to Appendix 3 to the Indenture,or (C) (i) can make representations with respect to itself substantially to thesame effect as the representations set forth herein (other than to its status asa QIB), and (ii) is acquiring such Reset Rate Notes in reliance on an exemptionto the Act other than Rule 144A in accordance with any applicable United Statesstate securities or "Blue Sky" laws.

Appendix A-3-10

If the Purchaser proposes that its Reset Rate Notes beregistered in the name of a nominee on its behalf, the Purchaser has identifiedsuch nominee below, and has caused such nominee to complete the NomineeAcknowledgment at the end of this letter.

Name of Nominee (if any): _____________________

IN WITNESS WHEREOF, this document has been executed by theundersigned who is duly authorized to do so on behalf of the undersignedQualified Institutional Buyer on the ____ day of ___________, 20__.

Name of Institution

___________________________________Signature

___________________________________Name

___________________________________Title

NOMINEE ACKNOWLEDGMENT

The undersigned hereby acknowledges and agrees that as to theReset Rate Notes being registered in its name, the sole beneficial owner thereofis and shall be the Purchaser identified above, for whom the undersigned isacting as nominee.

By: _______________________________Duly Authorized



Appendix A-3-11

FORM OF REGULATION S AND RELATED MATTERS CERTIFICATE

[Date]

[SELLER]

The Bank of New York, as Indenture Trustee2 North LaSalle, Suite 1020Chicago, Illinois 60602


Re: SLM Student Loan Trust 2004-2, Student Loan-Backed,Class A-6 Reset Rate Notes (the "Reset Rate Notes")

Dear Sirs:

In connection with our purchase of the Reset Rate Notes of theabove-referenced series, the undersigned certifies to each of the parties towhom this letter is addressed that it is a non-U.S. person (as defined inRegulation S) outside the United States of America, acquiring the Reset RateNotes pursuant to an exemption from registration in accordance with Rule 903 orRule 904 of Regulation S.

The undersigned further certifies that it is purchasing theReset Rate Notes for its own account or for the account of others thatindependently qualify as non-U.S. persons (as defined in Regulation S) outsidethe United States of America. It is aware that the sale of the Reset Rate Notesis being made in reliance on its continued compliance with Rule 903 or Rule 904of Regulation S. The undersigned understands that the Reset Rate Notes mayresold or Transferred only (A) so long as such Reset Rate Notes are eligible forresale pursuant to Rule 144A, to a person whom the seller reasonably believes isa QIB acquiring the Reset Rate Notes for its own account or as a fiduciary oragent for others (which others must also be QIBs) to whom notice is given thatthe resale or other Transfer is being made in reliance on Rule 144A, (B)pursuant to an effective registration statement under the Act, (C) pursuant toanother exemption from registration available under the Act other than Rule144A, or (D) to a purchaser who is a non-U.S. Person (as defined in RegulationS) outside the United States of America, acquiring the Reset Rate Notes pursuantto an exemption from registration under the Act in accordance with Rule 903 orRule 904 of Regulation S, in each case in accordance with any applicable UnitedStates state securities or "blue sky" laws or any securities laws of any otherjurisdiction.

The undersigned agrees that if at some future time it wishesto dispose of or exchange any of the Reset Rate Notes, it will not Transfer orexchange any of the Reset Rate Notes unless: (1) the sale is to an EligiblePurchaser (as defined below), (2) all offers or

Appendix A-3-12

solicitations in connection with the sale, whether directly or through any agentacting on our behalf, are limited only to Eligible Purchasers and are not madeby means of any form of general solicitation or general advertising whatsoever,and (3) such transferee shall deliver a Rule 144A Certificate substantially inthe same form as Annex 1 to Appendix 3 to the Indenture, or a Regulation SCertificate to substantially the same effect as this letter to the addresseeshereof or such other evidence as may be reasonably acceptable to theAdministrator and the Indenture Trustee.

The undersigned hereby represents and warrants that theundersigned is accepting ownership of the Reset Rate Notes in compliance with



the restrictions set forth in Section 5 of Appendix A-3 to the Indenture, datedas of March 1, 2004 (the "Indenture"), among the Trust, Chase Manhattan BankUSA, National Association, as eligible lender trustee, and The Bank of New York,as indenture trustee, and acknowledges that the Reset Rate Notes will be issuedwith the legends set forth in Section 5 to Appendix A-3 to the Indenture.

"Eligible Purchaser" means a corporation, partnership or otherentity which we have reasonable grounds to believe and do believe (A) (i) canmake representations with respect to itself to substantially the same effect asthe representations set forth herein, and (ii) is a QIB as defined under Rule144A of the Act or any entity in which all of the equity owners come within suchparagraphs, (B) (i) can make representions with respect to itself tosubstantially the same effect as the representations set forth in the RegulationS Certificate in the same form as Annex 1 to Appendix 3 to the Indenture, and(ii) is acquiring such Reset Rate Notes pursuant to an exemption fromregistration in accordance with Rule 903 or Rule 904 of Regulation S, or (C) (i)can make representations with respect to itself substantially to the same effectas the representations set forth herein (other than to its status as a QIB), and(ii) is acquiring such Reset Rate Notes in reliance on an exemption to the Actother than Rule 144A in accordance with any applicable United States statesecurities or "Blue Sky" laws.

If the Purchaser proposes that its Reset Rate Notes beregistered in the name of a nominee on its behalf, the Purchaser has identifiedsuch nominee below, and has caused such nominee to complete the NomineeAcknowledgment at the end of this letter.

Name of Nominee (if any): _____________________

Appendix A-3-13

IN WITNESS WHEREOF, this document has been executed by theundersigned who is duly authorized to do so on behalf of the undersignedQualified Institutional Buyer on the ____ day of ___________, 20__.

Name of Institution

___________________________________Signature

___________________________________Name

___________________________________Title

NOMINEE ACKNOWLEDGMENT

The undersigned hereby acknowledges and agrees that as to theReset Rate Notes being registered in its name, the sole beneficial owner thereofis and shall be the Purchaser identified above, for whom the undersigned isacting as nominee.

By: _______________________________Duly Authorized

Appendix A-3-14

ANNEX 2 TOAPPENDIX A-3

FORM OF TRANSFEROR LETTER

[Date]

The Bank of New York, as Indenture Trustee2 North LaSalle, Suite 1020



Chicago, Illinois, 60602


Re: SLM Student Loan Trust 2004-2, Student Loan-BackedClass A-6 Reset Rate Notes (the "Reset Rate Notes")


In connection with our disposition of the Reset Rate Notes of theabove-referenced series owned by us, we certify that (a) we understand that theReset Rate Notes have not been registered under the Securities Act of 1933, asamended (the "Act"), and are being disposed by us in a transaction that isexempt from the registration requirements of the Act, and (b) we have notoffered or sold any Reset Rate Notes to, or solicited offers to buy any ResetRate Notes from, any person, or otherwise approached or negotiated with anyperson with respect thereto, in a manner that would be deemed, or taken anyother action would result in, a violation of Section 5 of the Act.

Very truly yours,

___________________________________Print Name of Transferor

By:________________________________Authorized Officer

Appendix A-3-15

SCHEDULE A

Schedule of Trust Student Loans

[See Schedule A to the Bill of Sale(Attachment B to the Sale Agreement)]

Schedule A-1

SCHEDULE B

Location of Trust Student Loan Files

[See Attachment B to the Servicing Agreement]

Schedule B-2

EXHIBIT A

[FORM OF NOTES]

Exhibit A-1

EXHIBIT B

[Form of Note Depository Agreementfor U.S. Dollar Denominated Notes]

Exhibit B-1

EXHIBIT C



[Form of Note Depository Agreement forNotes Denominated in a Currency Other than U.S. Dollars]

Exhibit C-1



EXHIBIT 99.1a

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Purchase Agreement Master Securitization Terms Number 1000("Master Terms") dated as of March 4, 2004 among Student Loan MarketingAssociation ("SLMA"), SLM Funding LLC ("Funding") and Chase Manhattan Bank USA,National Association, not in its individual capacity but solely as InterimEligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefitof Funding under the Interim Trust Agreement dated as of March 1, 2004 betweenFunding and the Interim Eligible Lender Trustee, shall be effective uponexecution by the parties hereto. References to Funding herein mean the InterimEligible Lender Trustee for all purposes involving the holding or transferringof legal title to the Eligible Loans.

WHEREAS, SLMA is the owner of certain student loans guaranteed underthe Higher Education Act;

WHEREAS, SLMA may desire to sell its interest in such loans from timeto time and Funding may desire to purchase such loans from SLMA; and

WHEREAS, the Interim Eligible Lender Trustee is willing to hold legaltitle to, and serve as eligible lender trustee with respect to, such loans onbehalf of Funding.

NOW, THEREFORE, in connection with the mutual promises containedherein, the parties hereto agree as follows:

SECTION 1. TERMS

These Master Terms establish the terms under which SLMA may sell andFunding (and with respect to legal title, the Interim Eligible Lender Trustee onbehalf of Funding) may purchase the Loans (and all obligations of the Borrowersthereunder) specified on each Purchase Agreement as the parties may execute fromtime to time pursuant to these Master Terms. Each such Purchase Agreement shallbe substantially in the form of Attachment A hereto, incorporating by referencethe terms of these Master Terms, and shall be a separate agreement among SLMA,Funding, and the Interim Eligible Lender Trustee on behalf of Funding withrespect to the Loans covered by the terms of such Purchase Agreement. If theterms of a Purchase Agreement conflict with the terms of these Master Terms, theterms of such Purchase Agreement shall supersede and govern.

SECTION 2. DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have thedefinitions set forth in Appendix A-1 to this agreement.

For purposes hereof:



(A) "Account" means all of the Eligible Loans hereunder of one (1)Borrower that are of the same Loan type made under the identicalsubsection of the Higher Education Act and in the same status.

(B) "Bill of Sale" means the document in the form of Attachment Bhereto, executed by an authorized officer of SLMA which shall (i) setforth the Loans offered by SLMA and accepted for purchase by theInterim Eligible Lender Trustee, for the benefit of Funding, (ii) sell,assign and convey to the Interim Eligible Lender Trustee, for thebenefit of Funding and its assignees, all rights, title and interest ofSLMA in the Loans listed on the Bill of Sale and (iii) certify that therepresentations and warranties made by SLMA pursuant to Section 5(A)and (B) of these Master Terms are true and correct.

(C) "Borrower" means the obligor on a Loan.

(D) "Consolidation Loan" means a Loan made pursuant to and in fullcompliance with Section 428C of the Higher Education Act.

(E) "Cutoff Date" means February 9, 2004 and, with respect tosubsequent sales hereunder, a date agreed to by SLMA and Funding to usein determining the Principal Balance and accrued interest to becapitalized for purposes of completing the Loan Transmittal SummaryForm.

(F) "Delinquent" means the period any payment of principal or interestdue on the Loan is overdue.

(G) "Eligible Loan" means a Loan offered for sale by SLMA under thePurchase Agreement which as of the Cutoff Date is current or no moreDelinquent than permitted under the Purchase Agreement in payment ofprincipal or interest and which meets the following criteria as of theeffective date of the Bill of Sale:

(i) is a Consolidation Loan;

(ii) is owned by SLMA and is fully disbursed;

(iii) is guaranteed as to principal and interest by theapplicable Guarantor to the maximum extent permitted by theHigher Education Act for such Loan;

(iv) bears interest at a stated rate of not less than themaximum rate permitted under the Higher Education Act for suchLoan;

(v) is eligible for the payment of the quarterly specialallowance at the full and undiminished rate established under



the formula set forth in the Higher Education Act for suchLoan;

(vi) if not yet in repayment status, is eligible for thepayment of interest benefits by the Secretary or, if not soeligible, is a Loan for which interest either is billedquarterly to Borrower or deferred until commencement of therepayment period, in which case such accrued interest issubject to capitalization to the full extent permitted by theapplicable Guarantor;

(vii) is current or no payment of principal or interestshall be more than 210 days past due as of the Cutoff Date;

2

(viii) the last disbursement was 30 days or more from theCutoff Date;

(ix) is supported by the following documentation:

1. loan application, and any supplementthereto,

2. original promissory note and any addendumthereto (or the electronic recordsevidencing the same),

3. evidence of guarantee,

4. any other document and/or record whichFunding may be required to retain pursuantto the Higher Education Act,

5. if applicable, payment history (or similardocument) including (i) an indication of thePrincipal Balance and the date through whichinterest has been paid, each as of theCutoff Date and (ii) an accounting of theallocation of all payments by the Borroweror on the Borrower's behalf to principal andinterest on the Loan,

6. if applicable, documentation which supportsperiods of current or past deferment or pastforbearance,

7. if applicable, a collection history, if theLoan was ever in a delinquent status,including detailed summaries of contacts and



including the addresses or telephone numbersused in contacting or attempting to contactBorrower and any endorser and, if requiredby the Guarantor, copies of all letters andother correspondence relating to duediligence processing,

8. if applicable, evidence of all requests forskip-tracing assistance and current addressof Borrower, if located,

9. if applicable, evidence of requests forpre-claims assistance, and evidence that theBorrower's school(s) have been notified, and

10. if applicable, a record of any eventresulting in a change to or confirmation ofany data in the Loan file.

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

(I) "Initial Payment" means the dollar amount specified in theapplicable Purchase Agreement.

(J) "Loan" means the Eligible Loans evidenced by the Note sold on theClosing Date pursuant to the Purchase Agreement and relateddocumentation together with any

3

guaranties and other rights relating thereto including, withoutlimitation, Interest Subsidy Payments and Special Allowance Payments.

(K) "Loan Transmittal Summary Forms" means the forms provided to SLMAby Funding and completed by SLMA that list, by Borrower, (i) the Loanssubject to the Bill of Sale and (ii) the outstanding Principal Balanceand accrued interest thereof as of the Cutoff Date.

(L) "Note" means the promissory note or notes of the Borrower and anyamendment thereto evidencing the Borrower's obligation with regard to astudent loan guaranteed under the Higher Education Act or theelectronic records evidencing the same.

(M) [RESERVED]

(N) "Principal Balance" means the outstanding principal amount of the



Loan, plus interest expected to be capitalized (if any), less amountswhich may not be insured (such as late charges).

(O) "Purchase Agreement" means a Purchase Agreement (including anyattachments thereto), substantially in the form of Attachment A hereto,of which these Master Terms form a part by reference.

(P) "Purchase Price" means the Initial Payment.

(Q) "Sale Agreement" means the Sale Agreement Master SecuritizationTerms Number 1000, dated as of March 4, 2004, among SLM Funding LLC, asSeller, SLM Student Loan Trust 2004-2, as Purchaser, and ChaseManhattan Bank USA, National Association, as Interim Eligible LenderTrustee and as Eligible Lender Trustee.

(R) "Secretary" means the United States Secretary of Education or anysuccessor.

(S) [RESERVED]

(T) [RESERVED]

(U) "Subsidized" means a Loan for which the interest rate is governedby Section 427A(a) or 427A(d) of the Higher Education Act.

(V) "Unsubsidized" means a Loan made pursuant to Section 428H of theHigher Education Act.

SECTION 3. SALE/PURCHASE

(A) Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to a PurchaseAgreement shall be consummated upon (i) Funding's receipt from SLMA ofthe Bill of Sale, (ii) the payment by Funding to SLMA of the InitialPayment and (iii) the assignment to SLMA

4

of an Excess Distribution Certificate. Upon consummation, such sale andpurchase shall be effective as of the date of the Bill of Sale. SLMAand Funding shall use their best efforts to perform promptly theirrespective obligations pursuant to the Purchase Agreement with respectto each Loan.

(B) Settlement of the Initial Payment

On the date of the Bill of Sale, Funding shall pay to SLMA theInitial Payment by wire transfer of immediately available funds to theaccount specified by SLMA.



(C) Interest Subsidy and Special Allowance Payments and Rebate Fees

SLMA shall be entitled to all Interest Subsidy Payments andSpecial Allowance Payments on the Consolidation Loans up to but notincluding the Cutoff Date and shall be responsible for the payment ofany rebate fees applicable to the Consolidation Loans subject to eachBill of Sale accruing up to but not including the Closing Date. TheInterim Eligible Lender Trustee on behalf of Funding shall be entitledto all Special Allowance Payments and Interest Subsidy Paymentsaccruing from the Cutoff Date and shall be responsible for the paymentof any rebate fees applicable to the Consolidation Loans subject toeach Bill of Sale accruing from the Closing Date.

(D) Special Programs

In consideration of the sale of the Eligible Loans under theseMaster Terms and each Purchase Agreement, Funding agrees to cause theServicer to offer each Borrower of a Trust Student Loan sold hereunderall special programs, whether or not in existence as of the date of anyPurchase Agreement, generally offered to the obligors of comparableloans owned by SLMA, subject to the terms and conditions of Section3.12 of the Servicing Agreement.

SECTION 4. CONDITIONS PRECEDENT TO PURCHASE

(A) Activities Prior to the Purchase Date

SLMA shall provide any assistance requested by Funding indetermining that all required documentation on the Loans is present andcorrect.

(B) Continued Servicing

Following the execution of each Purchase Agreement, SLMA shallservice, or cause to be serviced, all Loans subject to such PurchaseAgreement as required under the Higher Education Act until the date ofthe Bill of Sale.

(C) Bill of Sale/Loan Transmittal Summary Form

SLMA shall deliver to Funding:

5

(i) a Bill of Sale that (a) has been duly authorized,executed and delivered, by an authorized officer of SLMA,covering Loans offered by SLMA, (b) has been accepted byFunding as set forth thereon, selling, assigning and conveyingto the Interim Eligible Lender Trustee on behalf of Funding



and its assignees all right, title and interest of SLMA,including the insurance interest of SLMA, in each of theLoans, and (c) states that the representations and warrantiesmade by SLMA in Section 5(A) and (B) of these Master Terms aretrue and correct on and as of the date of the Bill of Sale;and

(ii) the Loan Transmittal Summary Form, attached to theBill of Sale, identifying each of the Eligible Loans which isthe subject of the Bill of Sale and setting forth the unpaidPrincipal Balance of each such Loan.

(D) Endorsement

SLMA shall provide a blanket endorsement transferring theentire interest of SLMA in the Loans to the Interim Eligible LenderTrustee on behalf of Funding with the form of endorsement provided forin the Purchase Agreement.

At the direction of and in such form as Funding may designate,SLMA also agrees to individually endorse any Eligible Loan as Fundingmay request from time to time.

(E) Officer's Certificate

SLMA shall furnish to Funding, with each Bill of Sale providedin connection with each purchase of Loans pursuant to these MasterTerms, an Officer's Certificate, dated as of the date of such Bill ofSale.

(F) Loan Transfer Statement

Upon Funding's request, SLMA shall deliver to Funding one (1)or more Loan Transfer Statements (Department of Education Form OE 1074or its equivalent) provided by Funding, executed by SLMA and dated thedate of the Bill of Sale. SLMA agrees that Funding and the InterimEligible Lender Trustee may use the Bill of Sale, including the LoanTransmittal Summary Form attached to the Bill of Sale, in lieu of OEForm 1074, as official notification to the Guarantor of the assignmentby SLMA to the Interim Eligible Lender Trustee on behalf of Funding ofthe Loans listed on the Bill of Sale.

(G) Power of Attorney

SLMA hereby grants to Funding and the Interim Eligible LenderTrustee, on behalf of and for the benefit of Funding, an irrevocablepower of attorney, which power of attorney is coupled with an interest,to individually endorse or cause to be individually endorsed in thename of SLMA any Eligible Loan to evidence the transfer of suchEligible Loan to Funding and the Interim Eligible Lender Trustee forthe benefit of Funding and to cause to be transferred physical



possession of any Note from SLMA or the Servicer to Funding or theInterim Eligible Lender Trustee or any custodian on their behalf.

6

SECTION 5. REPRESENTATIONS AND WARRANTIES OF SLMA AND INTERIM ELIGIBLE LENDERTRUSTEE

(A) General

SLMA represents and warrants to Funding that with respect to aportfolio of Loans, as of the date of each Purchase Agreement and Billof Sale:

(i) SLMA is an eligible lender or other qualified holderof loans originated pursuant to the Federal Family EducationLoan Program established under the Higher Education Act;

(ii) SLMA is duly organized and existing under the laws ofthe applicable jurisdiction;

(iii) SLMA has all requisite power and authority to enterinto and to perform the terms of these Master Terms and thatPurchase Agreement; and

(iv) SLMA will not, with respect to any Loan purchasedunder Purchase Agreements executed pursuant to these MasterTerms, agree to release any Guarantor from any of itscontractual obligations as an insurer of such Loan or agreeotherwise to alter, amend or renegotiate any material term orcondition under which such Loan is insured, except as requiredby law or rules and regulations issued pursuant to law,without the express prior written consent of Funding.

(B) Particular

SLMA represents and warrants to Funding as to the Loanspurchased by Funding under each Purchase Agreement and each Bill ofSale executed pursuant these Master Terms that:

(i) SLMA has good and marketable title to, and is thesole owner of, the Loans, free and clear of all securityinterests, liens, charges, claims, offsets, defenses,counterclaims or encumbrances of any nature and no right ofrescission, offsets, defenses or counterclaims have beenasserted or threatened with respect to the Loans;

(ii) These Master Terms create a valid and continuingsecurity interest (as defined in the applicable UCC) in theLoans in favor of the Eligible Lender Trustee, which security



interest is prior to all other security interests, liens,charges, claims, offsets, defenses, counterclaims orencumbrances, and is enforceable as such as against creditorsof and purchasers from the Interim Eligible Lender Trustee andthe Seller;

(iii) The Loans constitute "Accounts" within the meaning ofthe applicable UCC and are within the coverage of Sections432(m)(1)(E) and 439(d)(3) of the Higher Education Act;

7

(iv) The Loans are Eligible Loans and the description ofthe Loans set forth in the Purchase Agreement and the LoanTransmittal Summary Form is true and correct;

(v) SLMA is authorized to sell, assign, transfer andrepurchase the Loans; and the sale, assignment and transfer ofsuch Loans is or, in the case of a Loan repurchase by SLMA,will be made pursuant to and consistent with the laws andregulations under which SLMA operates, and will not violateany decree, judgment or order of any court or agency, orconflict with or result in a breach of any of the terms,conditions or provisions of any agreement or instrument towhich SLMA is a party or by which SLMA or its property isbound, or constitute a default (or an event which couldconstitute a default with the passage of time or notice orboth) thereunder;

(vi) The Loans are each in full force and effect inaccordance with their terms and are legal, valid and bindingobligations of the respective Borrowers thereunder subject tono defenses (except the defense of infancy);

(vii) No consents and approvals are required by the termsof the Loans for the consummation of the sale of the Loanshereunder to the Eligible Lender Trustee;

(viii) Each Loan has been duly made and serviced inaccordance with the provisions of the Federal Family EducationLoan Program established under the Higher Education Act, andhas been duly insured by a Guarantor; such guarantee is infull force and effect and is freely transferable to theInterim Eligible Lender Trustee on behalf of Funding as anincident to the purchase of each Loan; and all premiums dueand payable to such Guarantor shall have been paid in full asof the date of the Bill of Sale;

(ix) Any payments on the Loans received by SLMA which havebeen allocated to reduction of principal and interest on such



Loans have been allocated on a simple interest basis; theinformation with respect to the Loans as of the Cutoff Date asstated on the Loan Transmittal Summary Form is true andcorrect;

(x) Due diligence and reasonable care have been exercisedin the making, administering, servicing and collecting theLoans and, with respect to any Loan for which repayment termshave been established, all disclosures of information requiredto be made pursuant to the Higher Education Act have beenmade;

(xi) All origination fees authorized to be collectedpursuant to Section 438 of the Higher Education Act have beenpaid to the Secretary;

(xii) Each Loan has been duly made and serviced inaccordance with the provisions of all applicable federal andstate laws;

(xiii) No Loan is more than two hundred and ten (210) daysdelinquent as of the Cutoff Date and no default, breach,violation or event permitting acceleration under the terms ofany Loan has arisen; and neither SLMA nor any predecessor

8

holder of any Loan has waived any of the foregoing other thanas permitted by the Basic Documents;

(xiv) It is the intention of SLMA, the Interim EligibleLender Trustee and Funding, and SLMA hereby warrants that, thetransfer and assignment herein contemplated constitute a validsale of the Loans from SLMA to the Interim Eligible LenderTrustee, for the benefit of and on behalf of Funding, and thatthe beneficial interest in and title to such Loans not be partof SLMA's estate in the event of the bankruptcy of SLMA or theappointment of a receiver with respect to SLMA;

(xv) The Eligible Lender Trustee and the Seller havecaused or will have caused, within ten days, the filing of allappropriate financing statements in the proper filing officein the appropriate jurisdictions under applicable law in orderto perfect the security interest in the Loans granted to theEligible Lender Trustee hereunder;

(xvi) Except for Loans executed electronically, there isonly one original executed copy of the Note evidencing eachLoan. For Loans that were executed electronically, theServicer has possession of the electronic records evidencing



the Note. The Eligible Lender Trustee has in its possession acopy of the endorsement and Loan Transmittal Summary Formidentifying the Notes that constitute or evidence the Loans.The Notes that constitute or evidence the Loans do not haveany marks or notations indicating that they have been pledged,assigned or otherwise conveyed to any Person other than theEligible Lender Trustee. All financing statements filed or tobe filed against the Interim Eligible Lender Trustee and theSeller in favor of the Eligible Lender Trustee in connectionherewith describing the Loans contain a statement to thefollowing effect: "A purchase of or security interest in anycollateral described in this financing statement will violatethe rights of the Eligible Lender Trustee;"

(xvii) Other than the security interest granted to theEligible Lender Trustee pursuant to this Agreement, the Sellerand the Interim Eligible Lender Trustee have not pledged,assigned, sold, granted a security interest in, or otherwiseconveyed any of the Loans. The Seller and the Interim EligibleLender Trustee have not authorized the filing of and are notaware of any financing statements against the Seller or theInterim Eligible Lender Trustee that include a description ofcollateral covering the Loans other than any financingstatement relating to the security interest granted to theEligible Lender Trustee hereunder or any of the securityinterest that has been terminated. The Seller and the InterimEligible Lender Trustee are not aware of any judgment or taxlien filings against the Seller or the Interim Eligible LenderTrustee; and

(xviii) No Borrower of a Loan as of the Cutoff Date is notedin the related Loan File as being currently involved in abankruptcy proceeding.

9

(C) The Interim Eligible Lender Trustee represents and warrants that asof the date of each Purchase Agreement and each Bill of Sale:

(i) The Interim Eligible Lender Trustee is duly organizedand validly existing in good standing under the laws of itsgoverning jurisdiction and has an office located within theState of Delaware. It has all requisite corporate power andauthority to execute, deliver and perform its obligationsunder this Purchase Agreement;

(ii) The Interim Eligible Lender Trustee has taken allcorporate action necessary to authorize the execution anddelivery by it of these Master Terms and that PurchaseAgreement, and the Purchase Agreement will be executed and



delivered by one of its officers who is duly authorized toexecute and deliver the Purchase Agreement on its behalf;

(iii) Neither the execution nor the delivery by it of theseMaster Terms and that Purchase Agreement, nor the consummationby it of the transactions contemplated hereby or thereby norcompliance by it with any of the terms or provisions hereof orthereof will contravene any Federal or Delaware state law,governmental rule or regulation governing the banking or trustpowers of the Interim Eligible Lender Trustee or any judgmentor order binding on it, or constitute any default under itscharter documents or by-laws or any indenture, mortgage,contract, agreement or instrument to which it is a party or bywhich any of its properties may be bound; and

(iv) The Interim Eligible Lender Trustee is an "eligiblelender" as such term is defined in Section 435(d) of theHigher Education Act, for purposes of holding legal title tothe Trust Student Loans as contemplated by these Master Termsand that Purchase Agreement and the other Basic Documents, ithas a lender identification number with respect to the TrustStudent Loans from the Department and has in effect aGuarantee Agreement with each of the Guarantors with respectto the Trust Student Loans.

SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

Each party to these Master Terms shall give notice to the other partiespromptly, in writing, upon the discovery of any breach of SLMA's representationsand warranties made pursuant to Section 5(A) and (B) hereof which has amaterially adverse effect on the interest of Funding in any Trust Student Loan.In the event of such a material breach which is not curable by reinstatement ofthe applicable Guarantor's guarantee of such Trust Student Loan, SLMA shallrepurchase any affected Trust Student Loan not later than 120 days following theearlier of the date of discovery of such material breach and the date of receiptof the Guarantor reject transmittal form with respect to such Trust StudentLoan. In the event of such a material breach which is curable by reinstatementof the Guarantor's guarantee of such Trust Student Loan, unless the materialbreach shall have been cured within 360 days following the earlier of the dateof discovery of such material breach and the date of receipt of the Guarantorreject transmittal form with respect to such Trust Student Loan, SLMA shallpurchase such Trust Student Loan not

10

later than the sixtieth day following the end of such 360-day period. SLMA shallalso remit as provided in Section 2.6 of the Administration Agreement on thedate of purchase of any Trust Student Loan pursuant to this Section 6 an amountequal to all non-guaranteed interest amounts and forfeited Interest SubsidyPayments and Special Allowance Payments with respect to such Trust Student Loan.



In consideration of the purchase of any such Trust Student Loan pursuant to thisSection 6, SLMA shall remit the Purchase Amount in the manner specified inSection 2.6 of the Administration Agreement.

In addition, if any breach of Section 5(A) and (B) hereof by SLMA doesnot trigger such purchase obligation but does result in the refusal by aGuarantor to guarantee all or a portion of the accrued interest (or anyobligation of Funding to repay such interest to a Guarantor), or the loss(including any obligation of Funding to repay the Department) of InterestSubsidy Payments and Special Allowance Payments, with respect to any TrustStudent Loan affected by such breach, then SLMA shall reimburse Funding byremitting an amount equal to the sum of all such non-guaranteed interest amountsand such forfeited Interest Subsidy Payments or Special Allowance Payments inthe manner specified in Section 2.6 of the Administration Agreement not laterthan (i) the last day of the next Collection Period ending not less than 60 daysfrom the date of the Guarantor's refusal to guarantee all or a portion ofaccrued interest or loss of Interest Subsidy Payments or Special AllowancePayments, or (ii) in the case where SLMA reasonably believes such losses arelikely to be collected, not later than the last day of the next CollectionPeriod ending not less than 360 days from the date of the Guarantor's refusal toguarantee all or a portion of accrued interest or loss of Interest SubsidyPayments or Special Allowance Payments. At the time such payment is made, SLMAshall not be required to reimburse Funding for interest that is thencapitalized, however, such amounts shall be reimbursed if the borrowersubsequently defaults and such capitalized interest is not paid by theGuarantor.

Anything in this Section 6 to the contrary notwithstanding, if as ofthe last Business Day of any month the aggregate outstanding principal amount ofTrust Student Loans with respect to which claims have been filed with andrejected by a Guarantor or with respect to which the Servicer determines thatclaims cannot be filed pursuant to the Higher Education Act as a result of abreach by SLMA or the Servicer, exceeds 1% of the Pool Balance, SLMA (and theServicer as provided in the Servicing Agreement) shall purchase, within 30 daysof a written request of the Eligible Lender Trustee or the Indenture Trustee,such affected Trust Student Loans in an aggregate principal amount such thatafter such purchase the aggregate principal amount of such affected TrustStudent Loans is less than 1% of the Pool Balance. The Trust Student Loans to bepurchased by SLMA and the Servicer pursuant to the preceding sentence shall bebased on the date of claim rejection (or the date of notice referred to in thefirst sentence of this Section 6) with Trust Student Loans with the earliestsuch date to be purchased first.

In lieu of repurchasing Trust Student Loans pursuant to this Section 6,SLMA may, at its option, substitute Eligible Loans or arrange for thesubstitution of Eligible Loans which are substantially similar on an aggregatebasis as of the date of substitution to the Trust Student Loans for which theyare being substituted with respect to the following characteristics:

1. status (i.e., in-school, grace, deferment,forbearance or repayment),



11

2. program type (i.e., Unsubsidized orSubsidized Consolidation (pre-1993 vs.post-1993)),

3. school type,

4. total return,

5. principal balance, and

6. remaining term to maturity.

In addition, each substituted Eligible Loan will comply, as of the dateof substitution, with all of the representations and warranties made hereunder.In choosing Eligible Loans to be substituted pursuant to this Section 6, SLMAshall make a reasonable determination that the Eligible Loans to be substitutedwill not have a material adverse effect on the Noteholders.

In the event that SLMA elects to substitute Eligible Loans pursuant tothis Section 6, SLMA will remit to the Administrator the amount of any shortfallbetween the Purchase Amount of the substituted Eligible Loans and the PurchaseAmount of the Trust Student Loans for which they are being substituted. SLMAshall also remit to the Administrator an amount equal to all non-guaranteedinterest amounts and forfeited Interest Subsidy Payments and Special AllowancePayments with respect to the Trust Student Loans in the manner provided inSection 2.6 of the Administration Agreement. The sole remedy of Funding, theEligible Lender Trustee and the Noteholders with respect to a breach by SLMApursuant to Section 5(A) and (B) hereof shall be to require SLMA to purchaseTrust Student Loans, to reimburse Funding as provided above or to substituteStudent Loans pursuant to this Section. The Eligible Lender Trustee shall haveno duty to conduct any affirmative investigation as to the occurrence of anycondition requiring the purchase of any Trust Student Loan or the reimbursementfor any interest penalty pursuant to this Section 6.

SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A) Any payment received by SLMA with respect to amounts accrued afterthe Date of the Bill of Sale for any Loan sold to Funding, whichpayment is not reflected in the Loan Transmittal Summary Form, shall bereceived by SLMA in trust for the account of Funding and SLMA herebydisclaims any title to or interest in any such amounts. Within two (2)Business Days following the date of receipt, SLMA shall remit toFunding an amount equal to any such payments along with a listing on aform provided by Funding identifying the Loans with respect to whichsuch payments were made, the amount of each such payment and the dateeach such payment was received.



(B) Any written communication received at any time by SLMA with respectto any Loan subject to this Purchase Agreement shall be transmitted bySLMA to Servicer within two (2) Business Days of receipt. Suchcommunications shall include, but not be limited to, letters, noticesof death or disability, notices of bankruptcy, forms requestingdeferment of repayment or loan cancellation, and like documents.

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SECTION 8. CONTINUING OBLIGATION OF SLMA

SLMA shall provide all reasonable assistance necessary for Funding toresolve account problems raised by any Borrower, the Guarantor or the Secretaryprovided such account problems are attributable to or are alleged to beattributable to (a) an event occurring during the period SLMA owned the Loan, or(b) a payment made or alleged to have been made to SLMA. Further, SLMA agrees toexecute any financing statements at the request of Funding in order to reflectFunding's interest in the Loans.

SECTION 9. LIABILITY OF SLMA; INDEMNITIES

SLMA shall be liable in accordance herewith only to the extent of theobligations specifically undertaken by SLMA under these Master Terms.

(i) SLMA shall indemnify, defend and hold harmlessFunding and the Interim Eligible Lender Trustee in itsindividual capacity and their officers, directors, employeesand agents from and against any taxes that may at any time beasserted against any such Person with respect to thetransactions contemplated herein and in the other BasicDocuments (except any such income taxes arising out of feespaid to the Interim Eligible Lender Trustee), including anysales, gross receipts, general corporation, tangible andintangible personal property, privilege or license taxes (but,in the case of Funding, not including any taxes asserted withrespect to, and as of the date of, the sale of the Loans tothe Interim Eligible Lender Trustee on behalf of Funding, orasserted with respect to ownership of the Trust Student Loans)and costs and expenses in defending against the same.

(ii) SLMA shall indemnify, defend and hold harmlessFunding and the Interim Eligible Lender Trustee in itsindividual capacity, and the officers, directors, employeesand agents of Funding, and the Interim Eligible Lender Trusteefrom and against any and all costs, expenses, losses, claims,damages and liabilities arising out of, or imposed upon suchPerson through, SLMA's willful misfeasance, bad faith or grossnegligence in the performance of its duties under these MasterTerms, or by reason of reckless disregard of its obligationsand duties under these Master Terms.



(iii) SLMA shall be liable as primary obligor for, andshall indemnify, defend and hold harmless the Interim EligibleLender Trustee in its individual capacity and its officers,directors, employees and agents from and against, all costs,expenses, losses, claims, damages, obligations and liabilitiesarising out of, incurred in connection with or relating tothese Master Terms, the other Basic Documents, the acceptanceor performance of the trusts and duties set forth herein andin the Sale Agreement or the action or the inaction of theInterim Eligible Lender Trustee hereunder, except to theextent that such cost, expense, loss, claim, damage,obligation or liability: (a) shall be due to the willfulmisfeasance, bad faith or negligence (except for errors injudgment) of the Interim Eligible Lender Trustee, (b) shallarise from any breach by the Interim Eligible Lender Trusteeof its covenants made under any of the Basic Documents; or (c)shall arise

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from the breach by the Interim Eligible Lender Trustee of anyof its representations or warranties made in its individualcapacity set forth in these Master Terms or any PurchaseAgreement. In the event of any claim, action or proceeding forwhich indemnity will be sought pursuant to this paragraph, theInterim Eligible Lender Trustee's choice of legal counselshall be subject to the approval of SLMA, which approval shallnot be unreasonably withheld.

Indemnification under this Section 9 shall survive the resignation orremoval of the Interim Eligible Lender Trustee and the termination of theseMaster Terms, and shall include reasonable fees and expenses of counsel andexpenses of litigation. If SLMA shall have made any indemnity payments pursuantto this Section and the Person to or on behalf of whom such payments are madethereafter shall collect any of such amounts from others, such Person shallpromptly repay such amounts to SLMA, without interest.

SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF SLMA

Any Person (a) into which SLMA may be merged or consolidated, (b) whichmay result from any merger or consolidation to which SLMA shall be a party or(c) which may succeed to the properties and assets of SLMA substantially as awhole, shall be the successor to SLMA without the execution or filing of anydocument or any further act by any of the parties to these Master Terms;provided, however, that SLMA hereby covenants that it will not consummate any ofthe foregoing transactions except upon satisfaction of the following: (i) thesurviving Person, if other than SLMA, executes an agreement of assumption toperform every obligation of SLMA under the Purchase Agreement, (ii) immediatelyafter giving effect to such transaction, no representation or warranty made



pursuant to Section 5 shall have been breached, (iii) the surviving Person, ifother than SLMA, shall have delivered to the Interim Eligible Lender Trustee anOfficers' Certificate and an Opinion of Counsel each stating that suchconsolidation, merger or succession and such agreement of assumption comply withthis Section and that all conditions precedent, if any, provided for in theseMaster Terms relating to such transaction have been complied with, and that theRating Agency Condition shall have been satisfied with respect to suchtransaction (iv) if SLMA is not the surviving entity, SLMA shall have deliveredto the Interim Eligible Lender Trustee an Opinion of Counsel either (A) statingthat, in the opinion of such counsel, all financing statements and continuationstatements and amendments thereto have been executed and filed that arenecessary fully to preserve and protect the interest of Funding and the InterimEligible Lender Trustee in the Loans and reciting the details of such filings,or (B) stating that, in the opinion of such counsel, no such action shall benecessary to preserve and protect such interests.

SECTION 11. LIMITATION ON LIABILITY OF SLMA AND OTHERS

SLMA and any director or officer or employee or agent thereof may relyin good faith on the advice of counsel or on any document of any kind, primafacie properly executed and submitted by any Person respecting any mattersarising hereunder (provided that such reliance shall not limit in any way SLMA'sobligations under Section 6). SLMA shall not be under any obligation to appearin, prosecute or defend any legal action that shall not be incidental to itsobligations under these Master Terms or any Purchase Agreement, and that in itsopinion may

14

involve it in any expense or liability. Except as provided herein, therepurchase (or substitution) and reimbursement obligations of SLMA willconstitute the sole remedy available to Funding for uncured breaches; provided,however, that the information with respect to the Loans listed on the Bill ofSale may be adjusted in the ordinary course of business subsequent to the dateof the Bill of Sale and to the extent that the aggregate Principal Balance ofthe Loans listed on the Bill of Sale is less than the aggregate PrincipalBalance stated on the Bill of Sale, SLMA shall remit such amount to the InterimEligible Lender Trustee, for the benefit of and on behalf of Funding. Suchreconciliation payment shall be made from time to time but no less frequentlythan semi-annually.

SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER

Notwithstanding anything contained herein to the contrary, these MasterTerms and any Purchase Agreement have been signed by Chase Manhattan Bank USA,National Association, not in its individual capacity but solely in its capacityas Interim Eligible Lender Trustee for Funding and in no event shall ChaseManhattan Bank USA, National Association in its individual capacity have anyliability for the representations, warranties, covenants, agreements or otherobligations of Funding, under these Master Terms or any Purchase Agreement or in



any of the certificates, notices or agreements delivered pursuant hereto, as toall of which recourse shall be had solely to the assets of Funding.

SECTION 13. EXPENSES

Except as otherwise provided herein, each party to these Master Termsor any Purchase Agreement shall pay its own expense incurred in connection withthe preparation, execution and delivery of these Master Terms and any PurchaseAgreement and the transactions contemplated herein or therein.

SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made hereinand in or pursuant to any Purchase Agreements executed pursuant to these MasterTerms shall survive the consummation of the purchase of the Loans provided forin each Purchase Agreement. All covenants, agreements, representations andwarranties made or furnished pursuant hereto by or on behalf of SLMA shall bindand inure to the benefit of any successors or assigns of Funding and shallsurvive with respect to each Loan. Each Purchase Agreement supersedes allprevious agreements and understandings between Funding and SLMA with respect tothe subject matter thereof. These Master Terms and any Purchase Agreement may bechanged, modified or discharged, and any rights or obligations hereunder may bewaived, only by a written instrument signed by a duly authorized officer of theparty against whom enforcement of any such waiver, change, modification ordischarge is sought. The waiver by Funding of any covenant, agreement,representation or warranty required to be made or furnished by SLMA or thewaiver by Funding of any provision herein contained or contained in any PurchaseAgreement shall not be deemed to be a waiver of any breach of any othercovenant, agreement, representation, warranty or provision herein contained, norshall any waiver or any custom or practice which may evolve between the partiesin the administration of the terms hereof or of any Purchase

15

Agreement, be construed to lessen the right of Funding to insist upon theperformance by SLMA in strict accordance with said terms.

SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shallbe in writing and mailed or delivered to SLMA or Funding, as the case may be,addressed as set forth in the Purchase Agreement or at such other address aseither party may hereafter designate by notice to the other party. Notice givenin any such communication, mailed to SLMA or Funding by appropriately addressedregistered mail, shall be deemed to have been given on the day following thedate of such mailing.

SECTION 16. FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master



Terms and any Purchase Agreement, and all proceedings to be taken in connectionwith these Master Terms and any Purchase Agreement and the transactionscontemplated herein and therein, shall be in a form as set forth in theattachments hereto, and Funding shall have received copies of such documents asit or its counsel shall reasonably request in connection therewith. Anyinstrument or document which is substantially in the same form as an Attachmenthereto or a recital herein will be deemed to be satisfactory as to form.

SECTION 17. AMENDMENT

These Master Terms and any Purchase Agreement may be amended by theparties thereto without the consent of the related Noteholders for the purposeof adding any provisions to or changing in any manner or eliminating any of theprovisions of such Master Terms and Purchase Agreements or of modifying in anymanner the rights of such Noteholders; provided that such action will not, inthe opinion of counsel satisfactory to the related Indenture Trustee, materiallyand adversely affect the interest of any such Noteholder.

In addition, these Master Terms and any Purchase Agreement may also beamended from time to time by SLMA, the Interim Eligible Lender Trustee andFunding, with the consent of the Noteholders of Notes evidencing a majority ofthe Outstanding Amount of the Notes, for the purpose of adding any provisions toor changing in any manner or eliminating any of the provisions of these MasterTerms or any Purchase Agreements or of modifying in any manner the rights of theNoteholders; provided, however, that no such amendment shall (a) increase orreduce in any manner the amount of, or accelerate or delay the time of,collections of payments with respect to Loans or distributions that shall berequired to be made for the benefit of the Noteholders or (b) reduce theaforesaid percentage of the Outstanding Amount of the Notes, the Noteholders ofwhich are required to consent to any such amendment, without the consent of alloutstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, inthe case of the Rating Agencies, five Business Days prior thereto), the InterimEligible Lender Trustee shall furnish written notification of the substance ofsuch amendment or consent to the Indenture Trustee and each of the RatingAgencies.

16

It shall not be necessary for the consent of Noteholders pursuant tothis Section to approve the particular form of any proposed amendment orconsent, but it shall be sufficient if such consent shall approve the substancethereof.

Prior to the execution of any amendment to these Master Terms, theInterim Eligible Lender Trustee shall be entitled to receive and rely upon anOpinion of Counsel stating that execution of such amendment is authorized orpermitted by these Master Terms and the Opinion of Counsel referred to inSection 7.1(i)(i) of the Administration Agreement. The Interim Eligible Lender



Trustee may, but shall not be obligated to, enter into any such amendment whichaffects the Interim Eligible Lender Trustee's own rights, duties or immunitiesunder these Master Terms or otherwise.

SECTION 18. NONPETITION COVENANTS

Notwithstanding any prior termination of these Master Terms SLMA andthe Interim Eligible Lender Trustee shall not acquiesce, petition or otherwiseinvoke or cause Funding to invoke the process of any court or governmentauthority for the purpose of commencing or sustaining a case against Fundingunder any Federal or state bankruptcy, insolvency or similar law or appointing areceiver, liquidator, assignees, trustee, custodian, sequestrator or othersimilar official of Funding or any substantial part of its property, or orderingthe winding up or liquidation of the affairs of the Funding.

SECTION 19. GOVERNING LAW

These Master Terms and any Purchase Agreement shall be governed by andconstrued in accordance with the laws of the State of New York without referenceto its conflict of law provisions, and the obligations, rights and remedies ofthe parties, hereunder shall be determined in accordance with such laws.

17

IN WITNESS WHEREOF, the parties hereto have caused these Master Termsto be duly executed by their respective officers hereunto duly authorized, as ofthe day and year first above written.

STUDENT LOAN MARKETING SLM FUNDING LLCASSOCIATION (Seller) (Purchaser)

By: /s/ MICHAEL E. SHEEHAN By: /s/ MARK L. HELEEN

Name: Michael E. Sheehan Name: Mark L. Heleen

Title: Vice President Title: Vice President

CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION,not in its individual capacity butsolely as Interim Eligible Lender Trustee

By: /s/ JOHN J. CASHIN

Name: John J. Cashin


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ATTACHMENT A

PURCHASE AGREEMENTDated as of March 4, 2004

PURCHASE AGREEMENT NUMBER 1

SLMA hereby offers for sale to Chase Manhattan Bank USA,National Association as Interim Eligible Lender Trustee for the benefit of SLMFunding LLC ("Funding") under the Interim Trust Agreement dated as of March 1,2004 between Funding and the Interim Eligible Lender Trustee, the entire right,title and interest of SLMA in the Loans described in the Bill of Sale and LoanTransmittal Summary Form incorporated herein and, to the extent indicated below,the Interim Eligible Lender Trustee for the benefit of Funding accepts SLMA'soffer. In order to qualify as Eligible Loans, no payment of principal orinterest shall be more than two hundred and ten (210) days Delinquent as of theCutoff Date which date shall be February 9, 2004.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, SLMA hereby sells to theInterim Eligible Lender Trustee for the benefit of Funding the entire right,title and interest of SLMA in the Loans accepted for purchase, subject to allthe terms and conditions of the Purchase Agreement Master Securitization TermsNumber 1000 (the "Master Terms") and any amendments thereto, incorporated hereinby reference, among SLMA, Funding, and the Interim Eligible Lender Trustee. TheInitial Payment of the Loans shall equal $2,599,991,224.47 equal to$2,439,045,626 (representing the sale price of the Floating Rate Notes lessunderwriters' discounts and fees), plus $627,300,430 (representing the saleprice of the Reset Rate Notes less initial purchasers' commissions and fees),less $7,526,780 (representing the Reserve Account Initial Deposit), less$34,000,000 (representing the Capitalized Interest Account Initial Deposit),less $84,875 (representing the Interest Rate Cap Agreement Upfront Payment),less $411,677,727.37 (representing the purchase price of the Trust Student Loansbeing sold to the Interim Eligible Lender Trustee by SLM Education Loan Corp.contemporaneous herewith) and less $10,622,706.37 (representing the portion ofthe Collection Account Initial Deposit attributable to the Loans owned by SLMAlisted on the attached Exception Report).

This document shall constitute a Purchase Agreement as referred to inthe Master Terms and, except as modified herein, each term used herein shallhave the same meaning as in the Master Terms. All references in the Master Termsto Loans or Eligible Loans shall be deemed to refer to the Loans governed bythis Purchase Agreement. SLMA hereby makes, as of the date hereof, all therepresentations and warranties contained in the Master Terms and makes suchrepresentations and warranties with respect to the Loans governed by thisPurchase Agreement.

SLMA authorizes the Interim Eligible Lender Trustee for the benefit ofFunding to use a copy of the Bill of Sale, including the Loan Transmittal



Summary Form attached to the Bill of Sale (in lieu of OE Form 1074), as officialnotification to the Guarantor of assignment to the Interim Eligible LenderTrustee on behalf of Funding of the Loans on the date of purchase.

1

The parties hereto intend that the transfer of Loans described in theBill of Sale and Loan Transmittal Summary Form be, and be construed as, a validsale of such Loans from SLMA to the Interim Eligible Lender Trustee for thebenefit of Funding. However, in the event that notwithstanding the intention ofthe parties, such transfer is deemed to be a transfer for security, then SLMAhereby grants to the Interim Eligible Lender Trustee for the benefit of Fundinga first priority security interest in and to all Loans described in the Bill ofSale and Loan Transmittal Summary Form to secure a loan in an amount equal tothe Purchase Price of such loans.

2

IN WITNESS WHEREOF, the parties hereto have caused this PurchaseAgreement Number 1 to be duly executed by their respective officers hereuntoduly authorized, as of the day and year first above written.

STUDENT LOAN MARKETINGASSOCIATION(Seller)

By: _________________________

Name: _______________________

Title: ________________________

SLM FUNDING LLC(Purchaser)

By: __________________________

Name: ________________________

Title: _________________________

CHASE MANHATTAN BANKUSA, NATIONAL ASSOCIATION, not in itsindividual capacity but solely as Interim EligibleLender Trustee

By: __________________________

Name: ________________________



Title: _________________________

3

PURCHASE AGREEMENT NUMBER 1BLANKET ENDORSEMENT DATED MARCH 4, 2004

Student Loan Marketing Association ("SLMA"), by execution of this instrument,hereby endorses the attached promissory note which is one (1) of the promissorynotes (the "Notes") described in the Bill of Sale executed by SLMA in favor ofChase Manhattan Bank USA, National Association, as the Interim Eligible LenderTrustee for the benefit of SLM Funding LLC ("Funding"). This endorsement is inblank, unrestricted form and without recourse except as provided in Section 6 ofthe Master Terms referred to in the Purchase Agreement among SLMA, Funding andthe Interim Eligible Lender trustee which covers the promissory note.

This endorsement may be effected by attaching either this instrument ora facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, SLMA agrees to individually endorse eachNote in the form provided by Funding as Funding may from time to time require orif such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS ANDCOVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASEAGREEMENT. BY EXECUTION HEREOF, SLMA ACKNOWLEDGES THAT SLMA HAS READ,UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THEPURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'SPAYMENT TO SLMA OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND,UNLESS OTHERWISE AGREED BY SLMA AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATEOF THE BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this BlanketEndorsement to be duly executed by their respective officers hereunto dulyauthorized, as of the day and year first above written.

SELLER PURCHASER

Student Loan Marketing Association Chase Manhattan Bank USA, National11600 Sallie Mae Drive Association, not in its individualReston, Virginia 20193 capacity but solely as Eligible Lender

Trustee on behalf of SLM StudentLoan Trust 2004-2

Lender Code: _______________________

By: _________________________________ By: __________________________________(Signature of Authorized Officer) (Signature of Authorized Signatory

for Purchaser)



Name: ______________________________ Name: ________________________________

Title: _____________________________ Title: _______________________________

Date of Purchase: ____________________

2

ATTACHMENT B

BILL OF SALE DATED MARCH 4, 2004

The undersigned ("SLMA"), for value received and pursuant to the termsand conditions of Purchase Agreement Number 1 (the "Purchase Agreement") amongSLM Funding LLC ("Funding"), and Chase Manhattan Bank USA, National Association,as Interim Eligible Lender Trustee for the benefit of Funding under the InterimTrust Agreement dated as of March 1, 2004 between Funding and the InterimEligible Lender Trustee, does hereby sell, assign and convey to the InterimEligible Lender Trustee for the benefit of Funding and its assignees all right,title and interest of SLMA, including the insurance interest of SLMA under theFederal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loansidentified herein which the Interim Eligible Lender Trustee for the benefit ofFunding has accepted for purchase. The portfolio accepted for purchase by theInterim Eligible Lender Trustee for the benefit of Funding and the effectivedate of sale and purchase are described below and the individual accounts arelisted on the Schedule A attached hereto.

SLMA hereby makes the representations and warranties set forth inSection 5 of the Purchase Agreement Master Securitization Terms Number 1000incorporated by reference in the Purchase Agreement. SLMA authorizes the InterimEligible Lender Trustee on behalf of Funding to use a copy of this document (inlieu of OE Form 1074) as official notification to the Guarantor(s) of assignmentto the Interim Eligible Lender Trustee for the benefit of Funding of the Loanson the date of purchase.

LISTING OF LOANS ON FOLLOWING PAGE (1)

--------------------(1) After the Cutoff Date, SLMA determined that $10,622,706.37 of the Loans(identified in the "Exception Report" attached hereto) on the listing of loanson the following page were ineligible for sale to Funding and to the Trust andwill not be sold hereunder.

1

CERTAIN OTHER LOAN CRITERIA

- Not in claims status, not previously rejected



- Not in litigation

- Last disbursement was 30 days or more from cutoff date

- Loan is not swap-pending

*Based upon SLMA's estimated calculations, which may be adjusted upward ordownward based upon Funding's reconciliation.

** Includes interest to be capitalized.

2

GUARANTOR(S):

American Student AssistanceCalifornia Student Aid CommissionColorado Student Loan ProgramConnecticut Student Loan FoundationEducational Credit Management Corporation of VirginiaFlorida Bureau of Student Financial AssistanceGeorgia Higher Education Assistance CorporationGreat Lakes Higher Education CorporationIllinois Student Assistance CommissionIowa College Student Aid CommissionKentucky Higher Education Assistance AuthorityLouisiana Office of Student Financial AssistanceMichigan Guaranty AgencyMontana Guaranteed Student Loan ProgramNebraska Student Loan ProgramNew Jersey Office of Student AssistanceNew York State Higher Education Services CorporationNorthwest Education Loan AssociationOklahoma Guaranteed Student Loan ProgramOregon State Scholarship CommissionPennsylvania Higher Education Assistance AgencyStudent Loan Guarantee Foundation of Arkansas, Inc.Tennessee Student Assistance CorporationTexas Guaranteed Student Loan CorporationUnited Student Aid Funds, Inc.

3

EXCEPTION REPORT

[To be attached hereto]

1



IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be dulyexecuted by their respective officers hereunto duly authorized, as of the dayand year first above written.

SELLER PURCHASER

Student Loan Marketing Association Chase Manhattan Bank USA, National11600 Sallie Mae Drive Association, not in its individualReston, Virginia 20193 capacity but solely as Eligible Lender

Trustee on behalf of SLM Student Loan` Trust 2004-2Lender Code: ________________________

By: _________________________________ By: ___________________________________(Signature of Authorized Officer) (Signature of Authorized Signatory

for Purchaser)

Name: ______________________________ Name: _________________________________

Title: _____________________________ Title: ________________________________

Date of Purchase:______________________

2



EXHIBIT 99.1b

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Purchase Agreement Master Securitization Terms Number 1000("Master Terms") dated as of March 4, 2004 among SLM Education Loan Corp. ("SLMELC"), SLM Funding LLC ("Funding") and Chase Manhattan Bank USA, NationalAssociation, not in its individual capacity but solely as Interim EligibleLender Trustee (the "Interim Eligible Lender Trustee") for the benefit ofFunding under the Interim Trust Agreement dated as of March 1, 2004 betweenFunding and the Interim Eligible Lender Trustee, shall be effective uponexecution by the parties hereto. References to Funding herein mean the InterimEligible Lender Trustee for all purposes involving the holding or transferringof legal title to the Eligible Loans.

WHEREAS, SLM ELC is the owner of certain student loans guaranteed underthe Higher Education Act;

WHEREAS, SLM ELC may desire to sell its interest in such loans fromtime to time and Funding may desire to purchase such loans from SLM ELC; and

WHEREAS, the Interim Eligible Lender Trustee is willing to hold legaltitle to, and serve as eligible lender trustee with respect to, such loans onbehalf of Funding.


SECTION 1. TERMS

These Master Terms establish the terms under which SLM ELC may sell andFunding (and with respect to legal title, the Interim Eligible Lender Trustee onbehalf of Funding) may purchase the Loans (and all obligations of the Borrowersthereunder) specified on each Purchase Agreement as the parties may execute fromtime to time pursuant to these Master Terms. Each such Purchase Agreement shallbe substantially in the form of Attachment A hereto, incorporating by referencethe terms of these Master Terms, and shall be a separate agreement among SLMELC, Funding, and the Interim Eligible Lender Trustee on behalf of Funding withrespect to the Loans covered by the terms of such Purchase Agreement. If theterms of a Purchase Agreement conflict with the terms of these Master Terms, theterms of such Purchase Agreement shall supersede and govern.







(B) "Bill of Sale" means the document in the form of Attachment Bhereto, executed by an authorized officer of SLM ELC which shall (i)set forth the Loans offered by SLM ELC and accepted for purchase by theInterim Eligible Lender Trustee, for the benefit of Funding, (ii) sell,assign and convey to the Interim Eligible Lender Trustee, for thebenefit of Funding and its assignees, all rights, title and interest ofSLM ELC in the Loans listed on the Bill of Sale and (iii) certify thatthe representations and warranties made by SLM ELC pursuant to Section5(A) and (B) of these Master Terms are true and correct.



(E) "Cutoff Date" means February 9, 2004 and, with respect tosubsequent sales hereunder, a date agreed to by SLM ELC and Funding touse in determining the Principal Balance and accrued interest to becapitalized for purposes of completing the Loan Transmittal SummaryForm.


(G) "Eligible Loan" means a Loan offered for sale by SLM ELC under thePurchase Agreement which as of the Cutoff Date is current or no moreDelinquent than permitted under the Purchase Agreement in payment ofprincipal or interest and which meets the following criteria as of theeffective date of the Bill of Sale:


(ii) is owned by SLM ELC and is fully disbursed;



(v) is eligible for the payment of the quarterly specialallowance at the full and undiminished rate established under



the formula set forth in the Higher Education Act for suchLoan;


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(vii) is current or no payment of principal or interestshall be more than 210 days past due as of the Cutoff Date;






4. any other document and/or record whichFunding may be required to retain pursuantto the Higher Education Act,

5. if applicable, payment history (or similardocument) including (i) an indication of thePrincipal Balance and the date through whichinterest has been paid, each as of theCutoff Date and (ii) an accounting of theallocation of all payments by the Borroweror on the Borrower's behalf to principal andinterest on the Loan,


7. if applicable, a collection history, if theLoan was ever in a delinquent status,including detailed summaries of contacts and



including the addresses or telephone numbersused in contacting or attempting to contactBorrower and any endorser and, if requiredby the Guarantor, copies of all letters andother correspondence relating to duediligence processing,





(I) "Initial Payment" means the dollar amount specified in theapplicable Purchase Agreement.

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(J) "Loan" means the Eligible Loans evidenced by the Note sold on theClosing Date pursuant to the Purchase Agreement and relateddocumentation together with any guaranties and other rights relatingthereto including, without limitation, Interest Subsidy Payments andSpecial Allowance Payments.

(K) "Loan Transmittal Summary Forms" means the forms provided to SLMELC by Funding and completed by SLM ELC that list, by Borrower, (i) theLoans subject to the Bill of Sale and (ii) the outstanding PrincipalBalance and accrued interest thereof as of the Cutoff Date.


(M) [RESERVED]

(N) "Principal Balance" means the outstanding principal amount of theLoan, plus interest expected to be capitalized (if any), less amounts



which may not be insured (such as late charges).

(O) "Purchase Agreement" means a Purchase Agreement (including anyattachments thereto), substantially in the form of Attachment A hereto,of which these Master Terms form a part by reference.

(P) "Purchase Price" means the Initial Payment.

(Q) "Sale Agreement" means the Sale Agreement Master SecuritizationTerms Number 1000, dated as of March 4, 2004, among SLM Funding LLC, asSeller, SLM Student Loan Trust 2004-2, as Purchaser, and ChaseManhattan Bank USA, National Association, as Interim Eligible LenderTrustee and as Eligible Lender Trustee.

(R) "Secretary" means the United States Secretary of Education or anysuccessor.

(S) [RESERVED]

(T) [RESERVED]

(U) "Subsidized" means a Loan for which the interest rate is governedby Section 427A(a) or 427A(d) of the Higher Education Act.

(V) "Unsubsidized" means a Loan made pursuant to Section 428H of theHigher Education Act.



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The sale and purchase of Eligible Loans pursuant to a PurchaseAgreement shall be consummated upon (i) Funding's receipt from SLM ELCof the Bill of Sale and (ii) the payment by Funding to SLM ELC of theInitial Payment. Upon consummation, such sale and purchase shall beeffective as of the date of the Bill of Sale. SLM ELC and Funding shalluse their best efforts to perform promptly their respective obligationspursuant to the Purchase Agreement with respect to each Loan.


On the date of the Bill of Sale, Funding shall pay to SLM ELCthe Initial Payment by wire transfer of immediately available funds tothe account specified by SLM ELC.


SLM ELC shall be entitled to all Interest Subsidy Payments and



Special Allowance Payments on the Consolidation Loans up to but notincluding the Cutoff Date and shall be responsible for the payment ofany rebate fees applicable to the Consolidation Loans subject to eachBill of Sale accruing up to but not including the Closing Date. TheInterim Eligible Lender Trustee on behalf of Funding shall be entitledto all Special Allowance Payments and Interest Subsidy Paymentsaccruing from the Cutoff Date and shall be responsible for the paymentof any rebate fees applicable to the Consolidation Loans subject toeach Bill of Sale accruing from the Closing Date.


In consideration of the sale of the Eligible Loans under theseMaster Terms and each Purchase Agreement, Funding agrees to cause theServicer to offer each Borrower of a Trust Student Loan sold hereunderall special programs, whether or not in existence as of the date of anyPurchase Agreement, generally offered to the obligors of comparableloans owned by SLM ELC, subject to the terms and conditions of Section3.12 of the Servicing Agreement.

SECTION 4. CONDITIONS PRECEDENT TO PURCHASE

(A) Activities Prior to the Purchase Date

SLM ELC shall provide any assistance requested by Funding indetermining that all required documentation on the Loans is present andcorrect.


Following the execution of each Purchase Agreement, SLM ELCshall service, or cause to be serviced, all Loans subject to suchPurchase Agreement as required under the Higher Education Act until thedate of the Bill of Sale.


SLM ELC shall deliver to Funding:

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(i) a Bill of Sale that (a) has been duly authorized,executed and delivered, by an authorized officer of SLM ELC,covering Loans offered by SLM ELC, (b) has been accepted byFunding as set forth thereon, selling, assigning and conveyingto the Interim Eligible Lender Trustee on behalf of Fundingand its assignees all right, title and interest of SLM ELC,including the insurance interest of SLM ELC, in each of theLoans, and (c) states that the representations and warrantiesmade by SLM ELC in Section 5(A) and (B) of these Master Terms



are true and correct on and as of the date of the Bill ofSale; and

(ii) the Loan Transmittal Summary Form, attached to theBill of Sale, identifying each of the Eligible Loans which isthe subject of the Bill of Sale and setting forth the unpaidPrincipal Balance of each such Loan.

(D) Endorsement

SLM ELC shall provide a blanket endorsement transferring theentire interest of SLM ELC in the Loans to the Interim Eligible LenderTrustee on behalf of Funding with the form of endorsement provided forin the Purchase Agreement.

At the direction of and in such form as Funding may designate,SLM ELC also agrees to individually endorse any Eligible Loan asFunding may request from time to time.


SLM ELC shall furnish to Funding, with each Bill of Saleprovided in connection with each purchase of Loans pursuant to theseMaster Terms, an Officer's Certificate, dated as of the date of suchBill of Sale.


Upon Funding's request, SLM ELC shall deliver to Funding one(1) or more Loan Transfer Statements (Department of Education Form OE1074 or its equivalent) provided by Funding, executed by SLM ELC anddated the date of the Bill of Sale. SLM ELC agrees that Funding and theInterim Eligible Lender Trustee may use the Bill of Sale, including theLoan Transmittal Summary Form attached to the Bill of Sale, in lieu ofOE Form 1074, as official notification to the Guarantor of theassignment by SLM ELC to the Interim Eligible Lender Trustee on behalfof Funding of the Loans listed on the Bill of Sale.


SLM ELC hereby grants to Funding and the Interim EligibleLender Trustee, on behalf of and for the benefit of Funding, anirrevocable power of attorney, which power of attorney is coupled withan interest, to individually endorse or cause to be individuallyendorsed in the name of SLM ELC any Eligible Loan to evidence thetransfer of such Eligible Loan to Funding and the Interim EligibleLender Trustee for the benefit of Funding and to cause to betransferred physical possession of any Note from SLM ELC

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or the Servicer to Funding or the Interim Eligible Lender Trustee orany custodian on their behalf.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF SLM ELC AND INTERIM ELIGIBLE LENDERTRUSTEE

(A) General

SLM ELC represents and warrants to Funding that with respectto a portfolio of Loans, as of the date of each Purchase Agreement andBill of Sale:

(i) SLM ELC (or an eligible lender trustee acting on itsbehalf) is an eligible lender or other qualified holder ofloans originated pursuant to the Federal Family Education LoanProgram established under the Higher Education Act;

(ii) SLM ELC is duly organized and existing under the lawsof the State of Delaware;

(iii) SLM ELC has all requisite power and authority toenter into and to perform the terms of these Master Sale Termsand that Purchase Agreement; and

(iv) SLM ELC will not, with respect to any Loan purchasedunder Purchase Agreements executed pursuant to these MasterTerms, agree to release any Guarantor from any of itscontractual obligations as an insurer of such Loan or agreeotherwise to alter, amend or renegotiate any material term orcondition under which such Eligible Loan is insured, except asrequired by law or rules and regulations issued pursuant tolaw, without the express prior written consent of Funding.

(B) Particular

SLM ELC represents and warrants to Funding as to the Loanspurchased by Funding under each Purchase Agreement and each Bill ofSale executed pursuant these Master Terms that:

(i) SLM ELC has good and marketable title to, and is thesole owner of, the Loans, free and clear of all securityinterests, liens, charges, claims, offsets, defenses,counterclaims or encumbrances of any nature and no right ofrescission, offsets, defenses or counterclaims have beenasserted or threatened with respect to the Loans;

(ii) These Master Terms create a valid and continuingsecurity interest (as defined in the applicable UCC) in theLoans in favor of the Eligible Lender Trustee, which securityinterest is prior to all other security interests, liens,



charges, claims, offsets, defenses, counterclaims orencumbrances, and is enforceable as such as against creditorsof and purchasers from the Interim Eligible Lender Trustee andthe Seller;

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(iv) The Loans are Eligible Loans and the description ofthe Loans set forth in the Purchase Agreement and the LoanTransmittal Summary Form is true and correct;

(v) SLM ELC is authorized to sell, assign, transfer andrepurchase the Loans; and the sale, assignment and transfer ofsuch Loans is or, in the case of a Loan repurchase by SLM ELC,will be made pursuant to and consistent with the laws andregulations under which SLM ELC operates, and will not violateany decree, judgment or order of any court or agency, orconflict with or result in a breach of any of the terms,conditions or provisions of any agreement or instrument towhich SLM ELC is a party or by which SLM ELC or its propertyis bound, or constitute a default (or an event which couldconstitute a default with the passage of time or notice orboth) thereunder;

(vi) The Loans are each in full force and effect inaccordance with their terms and are legal, valid and bindingobligations of the respective Borrowers thereunder subject tono defenses (except the defense of infancy);

(vii) No consents and approvals are required by the termsof the Loans for the consummation of the sale of the Loanshereunder to the Eligible Lender Trustee;

(viii) Each Loan has been duly made and serviced inaccordance with the provisions of the Federal Family EducationLoan Program established under the Higher Education Act, andhas been duly insured by a Guarantor; such guarantee is infull force and effect and is freely transferable to theInterim Eligible Lender Trustee on behalf of Funding as anincident to the purchase of each Loan; and all premiums dueand payable to such Guarantor shall have been paid in full asof the date of the Bill of Sale;

(ix) Any payments on the Loans received by SLM ELC whichhave been allocated to reduction of principal and interest onsuch Loans have been allocated on a simple interest basis; the



information with respect to the Loans as of the Cutoff Date asstated on the Loan Transmittal Summary Form is true andcorrect;

(x) Due diligence and reasonable care have been exercisedin the making, administering, servicing and collecting theLoans and, with respect to any Loan for which repayment termshave been established, all disclosures of information requiredto be made pursuant to the Higher Education Act have beenmade;

(xi) All origination fees authorized to be collectedpursuant to Section 438 of the Higher Education Act have beenpaid to the Secretary;

(xii) Each Loan has been duly made and serviced inaccordance with the provisions of all applicable federal andstate laws;

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(xiii) No Loan is more than two hundred and ten (210) daysdelinquent as of the Cutoff Date and no default, breach,violation or event permitting acceleration under the terms ofany Loan has arisen; and neither SLM ELC nor any predecessorholder of any Loan has waived any of the foregoing other thanas permitted by the Basic Documents;

(xiv) It is the intention of SLM ELC, the Interim EligibleLender Trustee and Funding, and SLM ELC hereby warrants that,the transfer and assignment herein contemplated constitute avalid sale of the Loans from SLM ELC to the Interim EligibleLender Trustee, for the benefit of and on behalf of Funding,and that the beneficial interest in and title to such Loansnot be part of SLM ELC's estate in the event of the bankruptcyof SLM ELC or the appointment of a receiver with respect toSLM ELC;

(xv) The Eligible Lender Trustee and the Seller havecaused or will have caused, within ten days, the filing of allappropriate financing statements in the proper filing officein the appropriate jurisdictions under applicable law in orderto perfect the security interest in the Loans granted to theEligible Lender Trustee hereunder;

(xvi) Except for Loans executed electronically, there isonly one original executed copy of the Note evidencing eachLoan. For Loans that were executed electronically, theServicer has possession of the electronic records evidencingthe Note. The Eligible Lender Trustee has in its possession a



copy of the endorsement and Loan Transmittal Summary Formidentifying the Notes that constitute or evidence the Loans.The Notes that constitute or evidence the Loans do not haveany marks or notations indicating that they have been pledged,assigned or otherwise conveyed to any Person other than theEligible Lender Trustee. All financing statements filed or tobe filed against the Interim Eligible Lender Trustee and theSeller in favor of the Eligible Lender Trustee in connectionherewith describing the Loans contain a statement to thefollowing effect: "A purchase of or security interest in anycollateral described in this financing statement will violatethe rights of the Eligible Lender Trustee;"

(xvii) Other than the security interest granted to theEligible Lender Trustee pursuant to this Agreement, the Sellerand the Interim Eligible Lender Trustee have not pledged,assigned, sold, granted a security interest in, or otherwiseconveyed any of the Loans. The Seller and the Interim EligibleLender Trustee have not authorized the filing of and are notaware of any financing statements against the Seller or theInterim Eligible Lender Trustee that include a description ofcollateral covering the Loans other than any financingstatement relating to the security interest granted to theEligible Lender Trustee hereunder or any of the securityinterest that has been terminated. The Seller and the InterimEligible Lender Trustee are not aware of any judgment or taxlien filings against the Seller or the Interim Eligible LenderTrustee; and

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(C) The Interim Eligible Lender Trustee represents and warrants that asof the date of each Purchase Agreement and each Bill of Sale:

(i) The Interim Eligible Lender Trustee is duly organizedand validly existing in good standing under the laws of itsgoverning jurisdiction and has an office located within theState of Delaware. It has all requisite corporate power andauthority to execute, deliver and perform its obligationsunder this Purchase Agreement;

(ii) The Interim Eligible Lender Trustee has taken allcorporate action necessary to authorize the execution anddelivery by it of these Master Terms and that PurchaseAgreement, and the Purchase Agreement will be executed anddelivered by one of its officers who is duly authorized to



execute and deliver the Purchase Agreement on its behalf;

(iii) Neither the execution nor the delivery by it of theseMaster Terms and that Purchase Agreement, nor the consummationby it of the transactions contemplated hereby or thereby norcompliance by it with any of the terms or provisions hereof orthereof will contravene any Federal or Delaware state law,governmental rule or regulation governing the banking or trustpowers of the Interim Eligible Lender Trustee or any judgmentor order binding on it, or constitute any default under itscharter documents or by-laws or any indenture, mortgage,contract, agreement or instrument to which it is a party or bywhich any of its properties may be bound; and

(iv) The Interim Eligible Lender Trustee is an "eligiblelender" as such term is defined in Section 435(d) of theHigher Education Act, for purposes of holding legal title tothe Trust Student Loans as contemplated by these Master Termsand that Purchase Agreement and the other Basic Documents, ithas a lender identification number with respect to the TrustStudent Loans from the Department and has in effect aGuarantee Agreement with each of the Guarantors with respectto the Trust Student Loans.


Each party to these Master Terms shall give notice to the other partiespromptly, in writing, upon the discovery of any breach of SLM ELC'srepresentations and warranties made pursuant to Section 5(A) and (B) hereofwhich has a materially adverse effect on the interest of Funding in any TrustStudent Loan. In the event of such a material breach which is not curable byreinstatement of the applicable Guarantor's guarantee of such Trust StudentLoan, SLM ELC shall repurchase any affected Trust Student Loan not later than120 days following the earlier of the date of discovery of such material breachand the date of receipt of the Guarantor reject transmittal form with respect tosuch Trust Student Loan. In the event of such a material breach which is curableby reinstatement of the Guarantor's guarantee of such Trust Student Loan,

10

unless the material breach shall have been cured within 360 days following theearlier of the date of discovery of such material breach and the date of receiptof the Guarantor reject transmittal form with respect to such Trust StudentLoan, SLM ELC shall purchase such Trust Student Loan not later than the sixtiethday following the end of such 360-day period. SLM ELC shall also remit asprovided in Section 2.6 of the Administration Agreement on the date of purchaseof any Trust Student Loan pursuant to this Section 6 an amount equal to allnon-guaranteed interest amounts and forfeited Interest Subsidy Payments andSpecial Allowance Payments with respect to such Trust Student Loan. Inconsideration of the purchase of any such Trust Student Loan pursuant to this



Section 6, SLM ELC shall remit the Purchase Amount in the manner specified inSection 2.6 of the Administration Agreement.

In addition, if any breach of Section 5(A) and (B) hereof by SLM ELCdoes not trigger such purchase obligation but does result in the refusal by aGuarantor to guarantee all or a portion of the accrued interest (or anyobligation of Funding to repay such interest to a Guarantor), or the loss(including any obligation of Funding to repay the Department) of InterestSubsidy Payments and Special Allowance Payments, with respect to any TrustStudent Loan affected by such breach, then SLM ELC shall reimburse Funding byremitting an amount equal to the sum of all such non-guaranteed interest amountsand such forfeited Interest Subsidy Payments or Special Allowance Payments inthe manner specified in Section 2.6 of the Administration Agreement not laterthan (i) the last day of the next Collection Period ending not less than 60 daysfrom the date of the Guarantor's refusal to guarantee all or a portion ofaccrued interest or loss of Interest Subsidy Payments or Special AllowancePayments, or (ii) in the case where SLM ELC reasonably believes such losses arelikely to be collected, not later than the last day of the next CollectionPeriod ending not less than 360 days from the date of the Guarantor's refusal toguarantee all or a portion of accrued interest or loss of Interest SubsidyPayments or Special Allowance Payments. At the time such payment is made, SLMELC shall not be required to reimburse Funding for interest that is thencapitalized, however, such amounts shall be reimbursed if the borrowersubsequently defaults and such capitalized interest is not paid by theGuarantor.

Anything in this Section 6 to the contrary notwithstanding, if as ofthe last Business Day of any month the aggregate outstanding principal amount ofTrust Student Loans with respect to which claims have been filed with andrejected by a Guarantor or with respect to which the Servicer determines thatclaims cannot be filed pursuant to the Higher Education Act as a result of abreach by SLM ELC or the Servicer, exceeds 1% of the Pool Balance, SLM ELC (andthe Servicer as provided in the Servicing Agreement) shall purchase, within 30days of a written request of the Eligible Lender Trustee or the IndentureTrustee, such affected Trust Student Loans in an aggregate principal amount suchthat after such purchase the aggregate principal amount of such affected TrustStudent Loans is less than 1% of the Pool Balance. The Trust Student Loans to bepurchased by SLM ELC and the Servicer pursuant to the preceding sentence shallbe based on the date of claim rejection (or the date of notice referred to inthe first sentence of this Section 6) with Trust Student Loans with the earliestsuch date to be purchased first.

In lieu of repurchasing Trust Student Loans pursuant to this Section 6,SLM ELC may, at its option, substitute Eligible Loans or arrange for thesubstitution of Eligible Loans which are substantially similar on an aggregatebasis as of the date of substitution to the Trust Student Loans for which theyare being substituted with respect to the following characteristics:

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1. status (i.e., in-school, grace, deferment,forbearance or repayment),

2. program type (i.e., Unsubsidized orSubsidized Consolidation (pre-1993 vs.post-1993)),

3. school type,

4. total return,

5. principal balance, and

6. remaining term to maturity.

In addition, each substituted Eligible Loan will comply, as of the dateof substitution, with all of the representations and warranties made hereunder.In choosing Eligible Loans to be substituted pursuant to this Section 6, SLM ELCshall make a reasonable determination that the Eligible Loans to be substitutedwill not have a material adverse effect on the Noteholders.

In the event that SLM ELC elects to substitute Eligible Loans pursuantto this Section 6, SLM ELC will remit to the Administrator the amount of anyshortfall between the Purchase Amount of the substituted Eligible Loans and thePurchase Amount of the Trust Student Loans for which they are being substituted.SLM ELC shall also remit to the Administrator an amount equal to allnon-guaranteed interest amounts and forfeited Interest Subsidy Payments andSpecial Allowance Payments with respect to the Trust Student Loans in the mannerprovided in Section 2.6 of the Administration Agreement. The sole remedy ofFunding, the Eligible Lender Trustee and the Noteholders with respect to abreach by SLM ELC pursuant to Section 5(A) and (B) hereof shall be to requireSLM ELC to purchase Trust Student Loans, to reimburse Funding as provided aboveor to substitute Student Loans pursuant to this Section. The Eligible LenderTrustee shall have no duty to conduct any affirmative investigation as to theoccurrence of any condition requiring the purchase of any Trust Student Loan orthe reimbursement for any interest penalty pursuant to this Section 6.


(A) Any payment received by SLM ELC with respect to amounts accruedafter the Date of the Bill of Sale for any Loan sold to Funding, whichpayment is not reflected in the Loan Transmittal Summary Form, shall bereceived by SLM ELC in trust for the account of Funding and SLM ELChereby disclaims any title to or interest in any such amounts. Withintwo (2) Business Days following the date of receipt, SLM ELC shallremit to Funding an amount equal to any such payments along with alisting on a form provided by Funding identifying the Loans withrespect to which such payments were made, the amount of each suchpayment and the date each such payment was received.



(B) Any written communication received at any time by SLM ELC withrespect to any Loan subject to this Purchase Agreement shall betransmitted by SLM ELC to Servicer within two (2) Business Days ofreceipt. Such communications shall include, but not be

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limited to, letters, notices of death or disability, notices ofbankruptcy, forms requesting deferment of repayment or loancancellation, and like documents.

SECTION 8. CONTINUING OBLIGATION OF SLM ELC

SLM ELC shall provide all reasonable assistance necessary for Fundingto resolve account problems raised by any Borrower, the Guarantor or theSecretary provided such account problems are attributable to or are alleged tobe attributable to (a) an event occurring during the period SLM ELC owned theLoan, or (b) a payment made or alleged to have been made to SLM ELC. Further,SLM ELC agrees to execute any financing statements at the request of Funding inorder to reflect Funding's interest in the Loans.

SECTION 9. LIABILITY OF SLM ELC; INDEMNITIES

SLM ELC shall be liable in accordance herewith only to the extent ofthe obligations specifically undertaken by SLM ELC under these Master Terms.

(i) SLM ELC shall indemnify, defend and hold harmlessFunding and the Interim Eligible Lender Trustee in itsindividual capacity and their officers, directors, employeesand agents from and against any taxes that may at any time beasserted against any such Person with respect to thetransactions contemplated herein and in the other BasicDocuments (except any such income taxes arising out of feespaid to the Interim Eligible Lender Trustee), including anysales, gross receipts, general corporation, tangible andintangible personal property, privilege or license taxes (but,in the case of Funding, not including any taxes asserted withrespect to, and as of the date of, the sale of the Loans tothe Interim Eligible Lender Trustee on behalf of Funding, orasserted with respect to ownership of the Trust Student Loans)and costs and expenses in defending against the same.

(ii) SLM ELC shall indemnify, defend and hold harmlessFunding and the Interim Eligible Lender Trustee in itsindividual capacity, and the officers, directors, employeesand agents of Funding, and the Interim Eligible Lender Trusteefrom and against any and all costs, expenses, losses, claims,damages and liabilities arising out of, or imposed upon suchPerson through, SLM ELC's willful misfeasance, bad faith orgross negligence in the performance of its duties under these



Master Terms, or by reason of reckless disregard of itsobligations and duties under these Master Terms.

(iii) SLM ELC shall be liable as primary obligor for, andshall indemnify, defend and hold harmless the Interim EligibleLender Trustee in its individual capacity and its officers,directors, employees and agents from and against, all costs,expenses, losses, claims, damages, obligations and liabilitiesarising out of, incurred in connection with or relating tothese Master Terms, the other Basic Documents, the acceptanceor performance of the trusts and duties set forth herein andin the Sale Agreement or the action or the inaction of theInterim Eligible Lender Trustee hereunder, except to theextent that such cost, expense, loss, claim, damage,obligation or liability: (a) shall be due to the willfulmisfeasance,

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bad faith or negligence (except for errors in judgment) of theInterim Eligible Lender Trustee, (b) shall arise from anybreach by the Interim Eligible Lender Trustee of its covenantsmade under any of the Basic Documents; or (c) shall arise fromthe breach by the Interim Eligible Lender Trustee of any ofits representations or warranties made in its individualcapacity set forth in these Master Terms or any PurchaseAgreement. In the event of any claim, action or proceeding forwhich indemnity will be sought pursuant to this paragraph, theInterim Eligible Lender Trustee's choice of legal counselshall be subject to the approval of SLM ELC, which approvalshall not be unreasonably withheld.

Indemnification under this Section 9 shall survive the resignation orremoval of the Interim Eligible Lender Trustee and the termination of theseMaster Terms, and shall include reasonable fees and expenses of counsel andexpenses of litigation. If SLM ELC shall have made any indemnity paymentspursuant to this Section and the Person to or on behalf of whom such paymentsare made thereafter shall collect any of such amounts from others, such Personshall promptly repay such amounts to SLM ELC, without interest.

SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF SLMELC

Any Person (a) into which SLM ELC may be merged or consolidated, (b)which may result from any merger or consolidation to which SLM ELC shall be aparty or (c) which may succeed to the properties and assets of SLM ELCsubstantially as a whole, shall be the successor to SLM ELC without theexecution or filing of any document or any further act by any of the parties tothese Master Terms; provided, however, that SLM ELC hereby covenants that itwill not consummate any of the foregoing transactions except upon satisfaction



of the following: (i) the surviving Person, if other than SLM ELC, executes anagreement of assumption to perform every obligation of SLM ELC under thePurchase Agreement, (ii) immediately after giving effect to such transaction, norepresentation or warranty made pursuant to Section 5 shall have been breached,(iii) the surviving Person, if other than SLM ELC, shall have delivered to theInterim Eligible Lender Trustee an Officers' Certificate and an Opinion ofCounsel each stating that such consolidation, merger or succession and suchagreement of assumption comply with this Section and that all conditionsprecedent, if any, provided for in these Master Terms relating to suchtransaction have been complied with, and that the Rating Agency Condition shallhave been satisfied with respect to such transaction (iv) if SLM ELC is not thesurviving entity, SLM ELC shall have delivered to the Interim Eligible LenderTrustee an Opinion of Counsel either (A) stating that, in the opinion of suchcounsel, all financing statements and continuation statements and amendmentsthereto have been executed and filed that are necessary fully to preserve andprotect the interest of Funding and the Interim Eligible Lender Trustee in theLoans and reciting the details of such filings, or (B) stating that, in theopinion of such counsel, no such action shall be necessary to preserve andprotect such interests.

SECTION 11. LIMITATION ON LIABILITY OF SLM ELC AND OTHERS

SLM ELC and any director or officer or employee or agent thereof mayrely in good faith on the advice of counsel or on any document of any kind,prima facie properly executed and submitted by any Person respecting any mattersarising hereunder (provided that such reliance

14

shall not limit in any way SLM ELC's obligations under Section 6). SLM ELC shallnot be under any obligation to appear in, prosecute or defend any legal actionthat shall not be incidental to its obligations under these Master Terms or anyPurchase Agreement, and that in its opinion may involve it in any expense orliability. Except as provided herein, the repurchase (or substitution) andreimbursement obligations of SLM ELC will constitute the sole remedy availableto Funding for uncured breaches; provided, however, that the information withrespect to the Loans listed on the Bill of Sale may be adjusted in the ordinarycourse of business subsequent to the date of the Bill of Sale and to the extentthat the aggregate Principal Balance of the Loans listed on the Bill of Sale isless than the aggregate Principal Balance stated on the Bill of Sale, SLM ELCshall remit such amount to the Interim Eligible Lender Trustee, for the benefitof and on behalf of Funding. Such reconciliation payment shall be made from timeto time but no less frequently than semi-annually.

SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER

Notwithstanding anything contained herein to the contrary, these MasterTerms and any Purchase Agreement have been signed by Chase Manhattan Bank USA,National Association, not in its individual capacity but solely in its capacityas Interim Eligible Lender Trustee for Funding and in no event shall Chase



Manhattan Bank USA, National Association in its individual capacity have anyliability for the representations, warranties, covenants, agreements or otherobligations of Funding, under these Master Terms or any Purchase Agreement or inany of the certificates, notices or agreements delivered pursuant hereto, as toall of which recourse shall be had solely to the assets of Funding.


Except as otherwise provided herein, each party to these Master Termsor any Purchase Agreement shall pay its own expense incurred in connection withthe preparation, execution and delivery of these Master Terms and any PurchaseAgreement and the transactions contemplated herein or therein.


All covenants, agreements, representations and warranties made hereinand in or pursuant to any Purchase Agreements executed pursuant to these MasterTerms shall survive the consummation of the purchase of the Loans provided forin each Purchase Agreement. All covenants, agreements, representations andwarranties made or furnished pursuant hereto by or on behalf of SLM ELC shallbind and inure to the benefit of any successors or assigns of Funding and shallsurvive with respect to each Loan. Each Purchase Agreement supersedes allprevious agreements and understandings between Funding and SLM ELC with respectto the subject matter thereof. These Master Terms and any Purchase Agreement maybe changed, modified or discharged, and any rights or obligations hereunder maybe waived, only by a written instrument signed by a duly authorized officer ofthe party against whom enforcement of any such waiver, change, modification ordischarge is sought. The waiver by Funding of any covenant, agreement,representation or warranty required to be made or furnished by SLM ELC or thewaiver by Funding of any provision herein contained or contained in any PurchaseAgreement shall not be deemed to be a waiver of any breach of any othercovenant, agreement,

15

representation, warranty or provision herein contained, nor shall any waiver orany custom or practice which may evolve between the parties in theadministration of the terms hereof or of any Purchase Agreement, be construed tolessen the right of Funding to insist upon the performance by SLM ELC in strictaccordance with said terms.


All communications, notices and approvals provided for hereunder shallbe in writing and mailed or delivered to SLM ELC or Funding, as the case may be,addressed as set forth in the Purchase Agreement or at such other address aseither party may hereafter designate by notice to the other party. Notice givenin any such communication, mailed to SLM ELC or Funding by appropriatelyaddressed registered mail, shall be deemed to have been given on the dayfollowing the date of such mailing.




All instruments and documents delivered in connection with these MasterTerms and any Purchase Agreement, and all proceedings to be taken in connectionwith these Master Terms and any Purchase Agreement and the transactionscontemplated herein and therein, shall be in a form as set forth in theattachments hereto, and Funding shall have received copies of such documents asit or its counsel shall reasonably request in connection therewith. Anyinstrument or document which is substantially in the same form as an Attachmenthereto or a recital herein will be deemed to be satisfactory as to form.


These Master Terms and any Purchase Agreement may be amended by theparties thereto without the consent of the related Noteholders for the purposeof adding any provisions to or changing in any manner or eliminating any of theprovisions of such Master Terms and Purchase Agreements or of modifying in anymanner the rights of such Noteholders; provided that such action will not, inthe opinion of counsel satisfactory to the related Indenture Trustee, materiallyand adversely affect the interest of any such Noteholder.

In addition, these Master Terms and any Purchase Agreement may also beamended from time to time by SLM ELC, the Interim Eligible Lender Trustee andFunding, with the consent of the Noteholders of Notes evidencing a majority ofthe Outstanding Amount of the Notes, for the purpose of adding any provisions toor changing in any manner or eliminating any of the provisions of these MasterTerms or any Purchase Agreements or of modifying in any manner the rights of theNoteholders; provided, however, that no such amendment shall (a) increase orreduce in any manner the amount of, or accelerate or delay the time of,collections of payments with respect to Loans or distributions that shall berequired to be made for the benefit of the Noteholders or (b) reduce theaforesaid percentage of the Outstanding Amount of the Notes, the Noteholders ofwhich are required to consent to any such amendment, without the consent of alloutstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, inthe case of the Rating Agencies, five Business Days prior thereto), the InterimEligible Lender Trustee shall

16

furnish written notification of the substance of such amendment or consent tothe Indenture Trustee and each of the Rating Agencies.




Prior to the execution of any amendment to these Master Terms, theInterim Eligible Lender Trustee shall be entitled to receive and rely upon anOpinion of Counsel stating that execution of such amendment is authorized orpermitted by these Master Terms and the Opinion of Counsel referred to inSection 7.1(i)(i) of the Administration Agreement. The Interim Eligible LenderTrustee may, but shall not be obligated to, enter into any such amendment whichaffects the Interim Eligible Lender Trustee's own rights, duties or immunitiesunder these Master Terms or otherwise.


Notwithstanding any prior termination of these Master Terms SLM ELC andthe Interim Eligible Lender Trustee shall not acquiesce, petition or otherwiseinvoke or cause Funding to invoke the process of any court or governmentauthority for the purpose of commencing or sustaining a case against Fundingunder any Federal or state bankruptcy, insolvency or similar law or appointing areceiver, liquidator, assignees, trustee, custodian, sequestrator or othersimilar official of Funding or any substantial part of its property, or orderingthe winding up or liquidation of the affairs of the Funding.


These Master Terms and any Purchase Agreement shall be governed by andconstrued in accordance with the laws of the State of New York without referenceto its conflict of law provisions, and the obligations, rights and remedies ofthe parties, hereunder shall be determined in accordance with such laws.

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IN WITNESS WHEREOF, the parties hereto have caused these Master Termsto be duly executed by their respective officers hereunto duly authorized, as ofthe day and year first above written.

SLM EDUCATION LOAN CORP. SLM FUNDING LLC(Seller) (Purchaser)

By: /s/ J. LANCE FRANKE By: /s/ MARK L. HELEEN

Name: J. Lance Franke Name: Mark L. Heleen

Title: President Title: Vice President

CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION,not in its individual capacity butsolely as Interim Eligible Lender Trustee


Name: John J. Cashin




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ATTACHMENT A

PURCHASE AGREEMENTDated as of March 4, 2004

PURCHASE AGREEMENT NUMBER 1

SLM ELC hereby offers for sale to Chase Manhattan Bank USA,National Association as Interim Eligible Lender Trustee for the benefit of SLMFunding LLC ("Funding") under the Interim Trust Agreement dated as of March 1,2004 between Funding and the Interim Eligible Lender Trustee, the entire right,title and interest of SLM ELC in the Loans described in the Bill of Sale andLoan Transmittal Summary Form incorporated herein and, to the extent indicatedbelow, the Interim Eligible Lender Trustee for the benefit of Funding acceptsSLM ELC's offer. In order to qualify as Eligible Loans, no payment of principalor interest shall be more than two hundred and ten (210) days Delinquent as ofthe Cutoff Date which date shall be February 9, 2004.


In consideration of the Purchase Price, SLM ELC hereby sells to theInterim Eligible Lender Trustee for the benefit of Funding the entire right,title and interest of SLM ELC in the Loans accepted for purchase, subject to allthe terms and conditions of the Purchase Agreement Master Securitization TermsNumber 1000 (the "Master Terms") and any amendments thereto, incorporated hereinby reference, among SLM ELC, Funding, and the Interim Eligible Lender Trustee.The Initial Payment of the Loans shall equal $411,677,727.37 equal to (i)$410,044,453.06 (representing the Principal Balance of the Loans accepted forpurchase) less $2,442,742.79 (representing the portion of the Collection AccountInitial Deposit attributable to the Loans owned by SLM ELC listed on theattached Exception Report) multiplied by (ii) [101%].

This document shall constitute a Purchase Agreement as referred to inthe Master Terms and, except as modified herein, each term used herein shallhave the same meaning as in the Master Terms. All references in the Master Termsto Loans or Eligible Loans shall be deemed to refer to the Loans governed bythis Purchase Agreement. SLM ELC hereby makes, as of the date hereof, all therepresentations and warranties contained in the Master Terms and makes suchrepresentations and warranties with respect to the Loans governed by thisPurchase Agreement.

SLM ELC authorizes the Interim Eligible Lender Trustee for the benefitof Funding to use a copy of the Bill of Sale, including the Loan TransmittalSummary Form attached to the Bill of Sale (in lieu of OE Form 1074), as officialnotification to the Guarantor of assignment to the Interim Eligible Lender



Trustee on behalf of Funding of the Loans on the date of purchase.

The parties hereto intend that the transfer of Loans described in theBill of Sale and Loan Transmittal Summary Form be, and be construed as, a validsale of such Loans from SLM ELC to the Interim Eligible Lender Trustee for thebenefit of Funding. However, in the event that notwithstanding the intention ofthe parties, such transfer is deemed to be a transfer for security, then SLM ELChereby grants to the Interim Eligible Lender Trustee for the benefit of Fundinga

1

first priority security interest in and to all Loans described in the Bill ofSale and Loan Transmittal Summary Form to secure a loan in an amount equal tothe Purchase Price of such loans.

2

IN WITNESS WHEREOF, the parties hereto have caused this PurchaseAgreement Number 1 to be duly executed by their respective officers hereuntoduly authorized, as of the day and year first above written.

SLM EDUCATION LOAN CORP.(Seller)

By: _________________________

Name: _______________________

Title: ________________________

SLM FUNDING LLCPurchaser)

By: __________________________

Name: ________________________

Title: _________________________

CHASE MANHATTAN BANKUSA, NATIONAL ASSOCIATION, not in itsindividual capacity but solely as Interim EligibleLender Trustee

By: __________________________

Name: ________________________

Title: _________________________



3

PURCHASE AGREEMENT NUMBER 1BLANKET ENDORSEMENT DATED MARCH 4, 2004

SLM Education Loan Corp. ("SLM ELC"), by execution of this instrument, herebyendorses the attached promissory note which is one (1) of the promissory notes(the "Notes") described in the Bill of Sale executed by SLM ELC in favor ofChase Manhattan Bank USA, National Association, as the Interim Eligible LenderTrustee for the benefit of SLM Funding LLC ("Funding"). This endorsement is inblank, unrestricted form and without recourse except as provided in Section 6 ofthe Master Terms referred to in the Purchase Agreement among SLM ELC, Fundingand the Interim Eligible Lender trustee which covers the promissory note.


Notwithstanding the foregoing, SLM ELC agrees to individually endorseeach Note in the form provided by Funding as Funding may from time to timerequire or if such individual endorsement is required by the Guarantor of theNote.

THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS ANDCOVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASEAGREEMENT. BY EXECUTION HEREOF, SLM ELC ACKNOWLEDGES THAT SLM ELC HAS READ,UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THEPURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'SPAYMENT TO SLM ELC OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND,UNLESS OTHERWISE AGREED BY SLM ELC AND FUNDING, SHALL BE EFFECTIVE AS OF THEDATE OF THE BILL OF SALE.

1


SELLER PURCHASER

SLM Education Loan Corp. Chase Manhattan Bank USA, National11600 Sallie Mae Drive Association, not in its individualReston, Virginia 20193 capacity but solely as Eligible Lender

Trustee on behalf of SLM Student LoanTrust 2004-2

Lender Code: ____________________

By: _____________________________By: ____________________________ (Signature of Authorized Signatory



(Signature of Authorized Officer) for Purchaser)

Name: _________________________ Name: __________________________

Title: __________________________ Title: ___________________________

Date of Purchase: _________________

2

ATTACHMENT B


The undersigned ("SLM ELC"), for value received and pursuant to theterms and conditions of Purchase Agreement Number 1 (the "Purchase Agreement")among SLM Funding LLC ("Funding"), and Chase Manhattan Bank USA, NationalAssociation, as Interim Eligible Lender Trustee for the benefit of Funding underthe Interim Trust Agreement dated as of March 1, 2004 between Funding and theInterim Eligible Lender Trustee, does hereby sell, assign and convey to theInterim Eligible Lender Trustee for the benefit of Funding and its assignees allright, title and interest of SLM ELC, including the insurance interest of SLMELC under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), inthe Loans identified herein which the Interim Eligible Lender Trustee for thebenefit of Funding has accepted for purchase. The portfolio accepted forpurchase by the Interim Eligible Lender Trustee for the benefit of Funding andthe effective date of sale and purchase are described below and the individualaccounts are listed on the Schedule A attached hereto.

SLM ELC hereby makes the representations and warranties set forth inSection 5 of the Purchase Agreement Master Securitization Terms Number 1000incorporated by reference in the Purchase Agreement. SLM ELC authorizes theInterim Eligible Lender Trustee on behalf of Funding to use a copy of thisdocument (in lieu of OE Form 1074) as official notification to the Guarantor(s)of assignment to the Interim Eligible Lender Trustee for the benefit of Fundingof the Loans on the date of purchase.

LISTING OF LOANS ON FOLLOWING PAGE (1)

------------------(1) After the Cutoff Date, SLM ELC determined that $2,442,742.79 of the Loans(identified in the "Exception Report" attached hereto) on the listing of loanson the following page were ineligible for sale to Funding and to the Trust andwill not be sold hereunder.

1


- Not in claims status, not previously rejected



- Not in litigation

- Last disbursement was 30 days or more from cutoff date

- Loan is not swap-pending

*Based upon SLM ELC's estimated calculations, which may be adjusted upward ordownward based upon Funding's reconciliation.

** Includes interest to be capitalized.

2

GUARANTOR(S):

American Student AssistanceIllinois Student Assistance CommissionOklahoma Guaranteed Student Loan ProgramPennsylvania Higher Education Assistance AgencyUnited Student Aid Funds, Inc.

3

EXCEPTION REPORT


1

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be dulyexecuted by their respective officers hereunto duly authorized, as of the dayand year first above written.

SELLER PURCHASER

SLM Education Loan Corp. Chase Manhattan Bank USA, National11600 Sallie Mae Drive Association, not in its individualReston, Virginia 20193 capacity but solely as Eligible Lender

Trustee on behalf of SLM Student LoanTrust 2004-2

Lender Code: ____________________

By: ____________________________ By: _____________________________(Signature of Authorized Officer) (Signature of Authorized Signatory

for Purchaser)

Name: _________________________ Name: __________________________



Title: __________________________ Title: ___________________________

Date of Purchase:__________________

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EXHIBIT 99.2

SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Sale Agreement Master Securitization Terms Number 1000 ("MasterSale Terms") dated as of March 4, 2004 among SLM Funding LLC (in such capacity,the "Seller"), SLM Student Loan Trust 2004-2 (the "Purchaser"), and ChaseManhattan Bank USA, National Association, not in its individual capacity butsolely as Interim Eligible Lender Trustee (the "Interim Eligible LenderTrustee") for the benefit of the Seller under the Interim Trust Agreement datedas of March 1, 2004 between the Seller and the Interim Eligible Lender Trustee,and Chase Manhattan Bank USA, National Association, not in its individualcapacity but solely as Eligible Lender Trustee on behalf of SLM Student LoanTrust 2004-2 (the "Eligible Lender Trustee"), shall be effective upon executionby the parties hereto. References to the Seller herein mean the Interim EligibleLender Trustee, and references to the Purchaser mean the Eligible LenderTrustee, for all purposes involving the holding or transferring of legal titleto the Trust Student Loans.

WHEREAS, the Seller is the owner of certain student loans guaranteedunder the Higher Education Act;

WHEREAS, legal title to such loans is vested in the Interim EligibleLender Trustee, as trustee for the benefit of the Seller as the solebeneficiary;

WHEREAS, the Seller may desire to sell its interest in such loans fromtime to time and Purchaser may desire to purchase such loans from Seller; and

WHEREAS, the Eligible Lender Trustee is willing to hold legal title to,and serve as eligible lender trustee with respect to, such loans for the benefitof the Purchaser.


SECTION 1. TERMS

These Master Sale Terms establish the terms under which the Seller (andwith respect to legal title, the Interim Eligible Lender Trustee for the benefitof the Seller) may sell and the Purchaser (and with respect to legal title, theEligible Lender Trustee on behalf of the Purchaser) may purchase the Loans (andall obligations of the Borrowers thereunder) specified on each Sale Agreement("Sale Agreement") as the parties may execute from time to time pursuant tothese Master Sale Terms. Each such Sale Agreement shall be substantially in theform of Attachment A hereto, incorporating by reference the terms of theseMaster Sale Terms, and shall be a separate agreement among the Seller, thePurchaser, the Eligible Lender Trustee on behalf of the Purchaser, and the



Interim Eligible Lender Trustee for the benefit of the Seller with respect tothe Loans covered by the terms of such Sale Agreement for all purposes. If theterms of a Sale Agreement conflict with the terms of these Master Sale Terms,the terms of such Sale Agreement shall supersede and govern.

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(B) "Bill of Sale" means the document in the form of Attachment Bhereto, executed by an authorized officer of the Seller and the InterimEligible Lender Trustee for the benefit of Seller which shall (i) setforth the Loans offered by the Seller and the Interim Eligible LenderTrustee for the benefit of the Seller and accepted for purchase by theEligible Lender Trustee on behalf of the Purchaser and (ii) sell,assign and convey to the Eligible Lender Trustee, on behalf of thePurchaser, and its assignees all right, title and interest of theSeller and of the Interim Eligible Lender Trustee, for the benefit ofthe Seller, in the Loans listed on the Bill of Sale and (iii) certifythat the representations and warranties made by the Seller pursuant toSection 5(A) and (B) of these Master Sale Terms are true and correct.



(E) "Cutoff Date" means February 9, 2004 and, with respect tosubsequent sales hereunder, a date agreed to by Seller and Purchaser touse in determining the Principal Balance and accrued interest to becapitalized for purposes of completing the Loan Transmittal SummaryForm.


(G) "Eligible Loan" means a Loan offered for sale by Seller under theSale Agreement which as of the Cutoff Date is current or no moreDelinquent than permitted under the Sale Agreement in payment ofprincipal or interest and which meets the following criteria as of theeffective date of the Bill of Sale:




(ii) is owned by Seller and is fully disbursed;


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(v) is eligible for the payment of the quarterly specialallowance at the full and undiminished rate established underthe formula set forth in the Higher Education Act for suchLoan;


(vii) is current or no payment of principal or interest shallbe more than 210 days past due as of the Cutoff Date;






4. any other document and/or record whichPurchaser may be required to retain pursuantto the Higher Education Act,

5. if applicable, payment history (or similar



document) including (i) an indication of thePrincipal Balance and the date through whichinterest has been paid, each as of theCutoff Date and (ii) an accounting of theallocation of all payments by the Borroweror on the Borrower's behalf to principal andinterest on the Loan,


7. if applicable, a collection history, if theLoan was ever in a delinquent status,including detailed summaries of contacts andincluding the addresses or telephone numbersused in contacting or attempting to contactBorrower and any endorser and, if requiredby the Guarantor, copies of all letters andother correspondence relating to duediligence processing,

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(I) "Initial Payment" means the dollar amount specified in theapplicable Sale Agreement.

(J) "Loan" means the Eligible Loans evidenced by the Note sold on theClosing Date pursuant to the Sale Agreement and related documentationtogether with any guaranties and other rights relating theretoincluding, without limitation, Interest Subsidy Payments and SpecialAllowance Payments.



(K) "Loan Transmittal Summary Forms" means the forms provided to Sellerby Purchaser and completed by Seller which list, by Borrower, (i) theLoans subject to the Bill of Sale and (ii) the outstanding PrincipalBalance and accrued interest thereof as of the Cutoff Date.


(M) [RESERVED]

(N) "Principal Balance" means the outstanding principal amount of theLoan, plus interest expected to be capitalized (if any), less amountswhich may not be insured (such as late charges).

(O) "Purchase Price" means the Initial Payment.

(P) "Secretary" means the United States Secretary of Education or anysuccessor.

(Q) [RESERVED]

(R) [RESERVED]

(S) "Subsidized" means a Loan for which the interest rate is governedby Section 427(a) or 427(d) of the Higher Education Act.

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(T) "Unsubsidized" means a Loan made pursuant to Section 428H of theHigher Education Act.



The sale and purchase of Eligible Loans pursuant to a SaleAgreement shall be consummated upon (i) Purchaser's receipt from theSeller and the Interim Eligible Lender Trustee for the benefit of theSeller of the Bill of Sale, (ii) the payment by Purchaser to Seller ofthe Initial Payment and (iii) the issuance to the Seller of the ExcessDistribution Certificate. Upon consummation, such sale and purchaseshall be effective as of the date of the Bill of Sale. Seller andPurchaser shall use their best efforts to perform promptly theirrespective obligations pursuant to the Sale Agreement with respect toeach Loan.




On the date of the Bill of Sale, the Purchaser shall pay theSeller the Initial Payment by wire transfer in immediately availablefunds to the account specified by Seller.


The Seller shall be entitled to all Interest Subsidy Paymentsand Special Allowance Payments on the Consolidation Loans up to but notincluding the Cutoff Date and shall be responsible for the payment ofany rebate fees applicable to the Consolidation Loans subject to eachBill of Sale accruing up to but not including the Closing Date. ThePurchaser and the Eligible Lender Trustee, for the benefit ofPurchaser, shall be entitled to all Special Allowance Payments andInterest Subsidy Payments accruing from the Cutoff Date and shall beresponsible for the payment of any rebate fees applicable to theConsolidation Loans subject to any Bill of Sale accruing from theClosing Date.


In consideration of the sale of the Eligible Loans under theseMaster Sale Terms and each Sale Agreement, Purchaser agrees to causethe Servicer to offer each Borrower of a Trust Student Loan all specialprograms whether or not in existence as of the date of any SaleAgreement generally offered to the obligors of comparable loans ownedby the transferor of that Trust Student Loan to the Seller, subject tothe terms and conditions of Section 3.12 of the Servicing Agreement.

SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE

(A) Activities Prior to the Sale

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Following the execution of a Sale Agreement, Seller shallprovide any assistance requested by Purchaser in determining that allrequired documentation on the Loans is present and correct.


Seller shall service, or cause to be serviced, all Loans asrequired under the Higher Education Act until the date of the Bill ofSale.


Seller shall deliver to Purchaser:

(i) a Bill of Sale that (a) has been duly authorized, executed



and delivered by an authorized officer of the Seller and theInterim Eligible Lender Trustee for the benefit of the Seller,covering Loans offered by the Seller, (b) has been accepted byPurchaser as set forth thereon, selling, assigning andconveying to the Eligible Lender Trustee for the benefit ofthe Purchaser and its assignees all right, title and interestof the Seller and the Interim Eligible Lender Trustee for thebenefit of the Seller, including the insurance interest of theInterim Eligible Lender Trustee for the benefit of the Seller,in each of the Loans, and (c) states that the representationsand warranties made by Seller in Section 5(A) and (B) of theseMaster Sale Terms are true and correct on and as of the dateof the Bill of Sale; and

(ii) the Loan Transmittal Summary Form, attached to the Billof Sale, identifying each of the Eligible Loans which is thesubject of the Bill of Sale and setting forth the unpaidPrincipal Balance of each such Loan.

(D) Endorsement

The Seller shall provide a blanket endorsement transferringthe entire interest of the Seller and the Interim Eligible LenderTrustee for the benefit of Seller in the Loans to the Eligible LenderTrustee for the benefit of the Purchaser with the form of endorsementprovided for in the Sale Agreement.

At the direction of and in such form as Purchaser maydesignate, the Seller also agrees to individually endorse any EligibleLoan as Purchaser may request from time to time.


The Seller shall furnish to Purchaser, with each Bill of Saleprovided in connection with each sale of Loans pursuant to these MasterSale Terms, an Officer's Certificate, dated as of the date of such Billof Sale.


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Upon Purchaser's request, Seller shall deliver to Purchaserone (1) or more Loan Transfer Statements (Department Form OE 1074 orits equivalent) provided by Purchaser, executed by the Interim EligibleLender Trustee for the benefit of the Seller and dated the date of theBill of Sale. Seller agrees that Purchaser and the Eligible LenderTrustee may use the Bill of Sale, including the Loan TransmittalSummary Form attached to the Bill of Sale, in lieu of OE Form 1074, asofficial notification to the Guarantor of the assignment by the Interim



Eligible Lender Trustee for the benefit of the Seller to the EligibleLender Trustee for the benefit of the Purchaser of the Loans listed onthe Bill of Sale.


The Seller and the Interim Eligible Lender Trustee herebygrant to the Eligible Lender Trustee, for the benefit of and on behalfof the Purchaser, an irrevocable power of attorney, which power ofattorney is coupled with an interest, to individually endorse or causeto be individually endorsed in the name of the Seller and the InterimEligible Lender Trustee for the benefit of the Seller any Eligible Loanto evidence the transfer of such Eligible Loan to the Eligible LenderTrustee on behalf of the Purchaser and to transfer or to cause to betransferred any Note from SLMA, SLM ELC or the Servicer to the EligibleLender Trustee or the Indenture Trustee or any other custodian onbehalf of either of them.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER TRUSTEE

(A) General

Seller represents and warrants to Purchaser that with respect to aportfolio of Loans as of the date of each Sale Agreement and Bill of Sale:

(i) The Interim Eligible Lender Trustee is an eligible lenderor other qualified holder of loans originated pursuant to theFederal Family Education Loan Program established under theHigher Education Act;

(ii) The Interim Eligible Lender Trustee and the Seller areduly organized and existing under the laws of the applicablejurisdiction;

(iii) The Interim Eligible Lender Trustee and the Seller haveall requisite power and authority to enter into and to performthe terms of these Master Sale Terms and each Sale Agreement;and

(iv) The Interim Eligible Lender Trustee and the Seller willnot, with respect to any Loan purchased under Sale Agreementsexecuted pursuant to these Master Sale Terms, agree to releaseany Guarantor from any of its contractual obligations as aninsurer of such Loan or agree otherwise to alter, amend orrenegotiate any material term or condition under which suchLoan is insured, except as required

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by law or rules and regulations issued pursuant to law,



without the express prior written consent of Purchaser.

(B) Particular

Seller represents and warrants to Purchaser as to the Loanspurchased by Purchaser under each Sale Agreement and each Bill of Saleexecuted pursuant to these Master Sale Terms:

(i) The Interim Eligible Lender Trustee for the benefit of theSeller has good and marketable title to, and is the sole ownerof, the Loans, free and clear of all security interests,liens, charges, claims, offsets, defenses, counterclaims orencumbrances of any nature and no right of rescission,offsets, defenses, or counterclaims have been asserted orthreatened with respect to the Loans;

(ii) These Master Terms create a valid and continuing securityinterest (as defined in the applicable UCC) in the Loans infavor of the Eligible Lender Trustee, which security interestis prior to all other security interests, liens, charges,claims, offsets, defenses, counterclaims or encumbrances, andis enforceable as such as against creditors of and purchasersfrom the Interim Eligible Lender Trustee and the Seller;


(iv) The Loans are Eligible Loans and the description of theLoans set forth in the Sale Agreement and the Loan TransmittalSummary Form is true and correct;

(v) The Interim Eligible Lender Trustee and the Seller areauthorized to sell, assign, transfer and repurchase the Loans;and the sale, assignment and transfer of such Loans is or, inthe case of a Loan repurchased by the Seller and or theInterim Eligible Lender Trustee, will be made pursuant to andconsistent with the laws and regulations under which theSeller and the Interim Eligible Lender Trustee operate, andwill not violate any decree, judgment or order of any court oragency, or conflict with or result in a breach of any of theterms, conditions or provisions of any agreement or instrumentto which the Interim Eligible Lender Trustee or the Seller isa party or by which the Interim Eligible Lender Trustee orSeller or its property is bound, or constitute a default (oran event which could constitute a default with the passage oftime or notice or both) thereunder;

(vi) The Loans are each in full force and effect in accordancewith their terms and are legal, valid and binding obligationsof the respective Borrowers thereunder subject to no defenses



(except the defense of infancy);

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(vii) No consents and approvals are required by the terms ofthe Loans for the consummation of the sale of the Loanshereunder to the Interim Eligible Lender Trustee;

(viii) Each Loan has been duly made and serviced in accordancewith the provisions of the Federal Family Education LoanProgram established under the Higher Education Act, and hasbeen duly insured by a Guarantor; such guarantee is in fullforce and effect and is freely transferable to the EligibleLender Trustee for the benefit of the Purchaser as an incidentto the purchase of each Loan; and all premiums due and payableto such Guarantor shall have been paid in full as of the dateof the Bill of Sale;

(ix) Any payments on the Loans received by the InterimEligible Lender Trustee for the benefit of the Seller whichhave been allocated to reduction of principal and interest onsuch Loans have been allocated on a simple interest basis; theinformation with respect to the Loans as of the Cutoff Date asstated on the Loan Transmittal Summary Form is true andcorrect;

(x) Due diligence and reasonable care have been exercised inthe making, administering, servicing and collecting the Loansand, with respect to any Loan for which repayment terms havebeen established, all disclosures of information required tobe made pursuant to the Higher Education Act have been made;

(xi) All origination fees authorized to be collected pursuantto Section 438 of the Higher Education Act have been paid tothe Secretary;

(xii) Each Loan has been duly made and serviced in accordancewith the provisions of all applicable federal and state laws;

(xiii) No Loan is more than two hundred and ten (210) daysDelinquent as of the Cutoff Date and no default, breach,violation or event permitting acceleration under the terms ofany Loan has arisen; and neither the Seller nor anypredecessor holder of any Loan has waived any of the foregoingother than as permitted by the Basic Documents;

(xiv) It is the intention of Seller, the Interim EligibleLender Trustee, the Eligible Lender Trustee, and thePurchaser, and the Seller hereby warrants, that the transferand assignment herein contemplated constitute a valid sale of



the Loans from Seller and the Interim Eligible Lender Trusteeto the Eligible Lender Trustee for the benefit of Purchaserand that the beneficial interest in and title to such Loansnot be part of the Seller's estate in the event of thebankruptcy of the Seller or the appointment of a receiver withrespect to Seller;

(xv) The Interim Eligible Lender Trustee and the Seller havecaused or will have caused, within ten days, the filing of allappropriate financing statements in the proper filing officein the appropriate jurisdictions under applicable law in

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order to perfect the security interest in the Loans granted tothe Eligible Lender Trustee hereunder;

(xvi) Except for Loans executed electronically, there is onlyone original executed copy of the Note evidencing each Loan.For Loans that were executed electronically, the Servicer haspossession of the electronic records evidencing the Note. TheInterim Eligible Lender Trustee has in its possession a copyof the endorsement and Loan Transmittal Summary Formidentifying the Notes that constitute or evidence the Loans.The Notes that constitute or evidence the Loans do not haveany marks or notations indicating that they have been pledged,assigned or otherwise conveyed to any Person other than theEligible Lender Trustee. All financing statements filed or tobe filed against the Interim Eligible Lender Trustee and theSeller in favor of the Eligible Lender Trustee in connectionherewith describing the Loans contain a statement to thefollowing effect: "A purchase of or security interest in anycollateral described in this financing statement will violatethe rights of the Eligible Lender Trustee;"

(xvii) Other than the security interest granted to theEligible Lender Trustee pursuant to this Agreement, the Sellerand the Interim Eligible Lender Trustee have not pledged,assigned, sold, granted a security interest in, or otherwiseconveyed any of the Loans. The Seller and the Interim EligibleLender Trustee have not authorized the filing of and are notaware of any financing statements against the Seller or theInterim Eligible Lender Trustee that include a description ofcollateral covering the Loans other than any financingstatement relating to the security interest granted to theEligible Lender Trustee hereunder or any other securityinterest that has been terminated. The Seller and the InterimEligible Lender Trustee are not aware of any judgment or taxlien filings against the Seller or the Interim Eligible LenderTrustee; and




(C) The Eligible Lender Trustee and the Purchaser represent and warrantthat as of the date of each Sale Agreement and each Bill of Sale:

(i) The Eligible Lender Trustee is duly organized and validlyexisting in good standing under the laws of its governingjurisdiction and has an office located within the State ofDelaware. It has all requisite corporate power and authorityto execute, deliver and perform its obligations under theseMaster Sale Terms;

(ii) The Eligible Lender Trustee has taken all corporateaction necessary to authorize the execution and delivery by itof these Master Sale Terms and each Sale Agreement, and theseMaster Sale Terms and each Sale Agreement have been and willbe executed and delivered by one of its officers who is dulyauthorized to execute and deliver the Sale Agreement on itsbehalf;

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(iii) Neither the execution nor the delivery by it of theseMaster Sale Terms and each Sale Agreement, nor theconsummation by it of the transactions contemplated hereby orthereby nor compliance by it with any of the terms orprovisions hereof or thereof will contravene any Federal orDelaware state law, governmental rule or regulation governingthe banking or trust powers of the Eligible Lender Trustee orany judgment or order binding on it, or constitute any defaultunder its charter documents or by-laws or any indenture,mortgage, contract, agreement or instrument to which it is aparty or by which any of its properties may be bound; and

(iv) The Eligible Lender Trustee is an "eligible lender" assuch term is defined in Section 435(d) of the Higher EducationAct, for purposes of holding legal title to the Trust StudentLoans as contemplated by these Master Sale Terms and each SaleAgreement and the other Basic Documents, it has a lenderidentification number with respect to the Trust Student Loansfrom the Department and has in effect a Guarantee Agreementwith each of the Guarantors with respect to the Trust StudentLoans.


Each party to these Master Terms shall give notice to the other such



parties and to the Servicer, the Administrator, SLMA and SLM ELC promptly, inwriting, upon the discovery of any breach of Seller's representations andwarranties made pursuant to Sections 5(A) and (B) hereof which has a materialadverse effect on the interest of the Purchaser in any Trust Student Loan. Inthe event of such a material breach which is not curable by reinstatement of theapplicable Guarantor's guarantee of such Trust Student Loan, Seller shallrepurchase any affected Trust Student Loan not later than 120 days following theearlier of the date of discovery of such material breach and the date of receiptof the Guarantor reject transmittal form with respect to such Trust StudentLoan. In the event of such a material breach which is curable by reinstatementof the applicable Guarantor's guarantee of such Trust Student Loan, unless thematerial breach shall have been cured within 360 days following the earlier ofthe date of discovery of such material breach and the date of receipt of theGuarantor reject transmittal form with respect to such Trust Student Loan, theSeller shall purchase such Trust Student Loan not later than the sixtieth dayfollowing the end of such 360-day period. The Seller shall also remit asprovided in Section 2.6 of the Administration Agreement on the date of purchaseof any Trust Student Loan pursuant to this Section 6 an amount equal to allnon-guaranteed interest amounts and forfeited Interest Subsidy Payments andSpecial Allowance Payments with respect to such Trust Student Loan. Inconsideration of the purchase of any such Trust Student Loan pursuant to thisSection 6, the Seller shall remit the Purchase Amount in the manner specified inSection 2.6 of the Administration Agreement.

In addition, if any breach of Sections 5(A) and (B) hereof by theSeller does not trigger such purchase obligation but does result in the refusalby a Guarantor to guarantee all or a portion of the accrued interest (or anyobligation of the Purchaser to repay such interest to a Guarantor), or the loss(including any obligation of the Purchaser to repay the Department) of InterestSubsidy Payments and Special Allowance Payments, with respect to any TrustStudent Loan affected by such breach, then the Seller shall reimburse thePurchaser by remitting an

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amount equal to the sum of all such non-guaranteed interest amounts and suchforfeited Interest Subsidy Payments or Special Allowance Payments in the mannerspecified in Section 2.6 of the Administration Agreement not later than (i) thelast day of the next Collection Period ending not less than 60 days from thedate of the Guarantor's refusal to guarantee all or a portion of accruedinterest or loss of Interest Subsidy Payments or Special Allowance Payments, or(ii) in the case where the Seller reasonably believes such losses are likely tobe collected, not later than the last day of the next Collection Period endingnot less than 360 days from the date of the Guarantor's refusal to guarantee allor a portion of accrued interest or loss of Interest Subsidy Payments or SpecialAllowance Payments. At the time such payment is made, the Seller shall not berequired to reimburse the Purchaser for interest that is then capitalized,however, such amounts shall be reimbursed if the borrower subsequently defaultsand such capitalized interest is not paid by the Guarantor.



Anything in this Section 6 to the contrary notwithstanding, if as ofthe last Business Day of any month the aggregate outstanding principal amount ofTrust Student Loans with respect to which claims have been filed with andrejected by a Guarantor or with respect to which the Servicer determines thatclaims cannot be filed pursuant to the Higher Education Act as a result of abreach by the Seller or the Servicer, exceeds 1% of the Pool Balance, the Selleror the Servicer shall purchase, within 30 days of a written request of theEligible Lender Trustee or the Indenture Trustee, such affected Trust StudentLoans in an aggregate principal amount such that after such purchase theaggregate principal amount of such affected Trust Student Loans is less than 1%of the Pool Balance. The Trust Student Loans to be purchased by the Seller orthe Servicer pursuant to the preceding sentence shall be based on the date ofclaim rejection (or the date of notice referred to in the first sentence of thisSection 6), with Trust Student Loans with the earliest such date to be purchasedfirst.

In lieu of repurchasing Trust Student Loans pursuant to this Section 6,the Seller may, at its option, substitute Eligible Loans or arrange for thesubstitution of Eligible Loans which are substantially similar on an aggregatebasis as of the date of substitution to the Trust Student Loans for which theyare being substituted with respect to the following characteristics:

(1) status (i.e., in-school, grace, deferment,forbearance or repayment),

(2) program type (i.e., Unsubsidized orSubsidized Consolidation (pre-1993 vs.post-1993)),

(3) school type,

(4) total return,

(5) principal balance, and

(6) remaining term to maturity.

In addition, each substituted Eligible Loan will comply, as of the dateof substitution, with all of the representations and warranties made hereunder.In choosing Eligible Loans to be

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substituted pursuant to this Section 6, the Seller shall make a reasonabledetermination that the Eligible Loans to be substituted will not have a materialadverse effect on the Noteholders.

In the event that Seller elects to substitute Eligible Loans pursuantto this Section 6, the Seller will remit to the Administrator the amount of anyshortfall between the Purchase Amount of the substituted Eligible Loans and the



Purchase Amount of the Trust Student Loans for which they are being substituted.The Seller shall also remit to the Administrator an amount equal to allnon-guaranteed interest amounts and forfeited Interest Subsidy Payments andSpecial Allowance Payments with respect to the Trust Student Loans in the mannerprovided in Section 2.6 of the Administration Agreement. The sole remedy of thePurchaser, the Eligible Lender Trustee and the Noteholders with respect to abreach by the Seller pursuant to Section 5(A) and (B) hereof shall be to requirethe Seller to purchase Trust Student Loans, to reimburse the Purchaser asprovided above or to substitute Student Loans pursuant to this Section. TheEligible Lender Trustee shall have no duty to conduct any affirmativeinvestigation as to the occurrence of any condition requiring the purchase ofany Trust Student Loan or the reimbursement for any interest penalty pursuant tothis Section 6.


(A) Any payment received by Seller with respect to amounts accruedafter the Date of the Bill of Sale for any Loan sold to Purchaser,which payment is not reflected in the Loan Transmittal Summary Form,shall be received by Seller in trust for the account of Purchaser andthe Seller hereby disclaims any title to or interest in any suchamounts. Within two (2) Business Days following the date of receipt,Seller shall remit to Purchaser an amount equal to any such paymentsalong with a listing on a form provided by Purchaser identifying theLoans with respect to which such payments were made, the amount of eachsuch payment and the date each such payment was received.

(B) Any written communication received at any time by Seller withrespect to any Loan subject to any Sale Agreement shall be transmittedby Seller to Servicer within two (2) Business Days of receipt. Suchcommunications shall include, but not be limited to, letters, noticesof death or disability, notices of bankruptcy, forms requestingdeferment of repayment or loan cancellation, and like documents.

SECTION 8. CONTINUING OBLIGATION OF SELLER

The Seller shall provide all reasonable assistance necessary forPurchaser to resolve account problems raised by any Borrower, the Guarantor orthe Secretary provided such account problems are attributable to or are allegedto be attributable to (a) an event occurring during the period Seller owned theLoan, or (b) a payment made or alleged to have been made to Seller. Further, theSeller agrees to execute any financing statements at the request of thePurchaser in order to reflect the Purchaser's interest in the Loans.

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SECTION 9. LIABILITY OF SELLER; INDEMNITIES

The Seller shall be liable in accordance herewith only to the extent ofthe obligations specifically undertaken by the Seller under these Master Sale



Terms.

(i) The Seller shall indemnify, defend and hold harmless thePurchaser and the Eligible Lender Trustee in its individualcapacity and their officers, directors, employees and agentsfrom and against any taxes that may at any time be assertedagainst any such Person with respect to the transactionscontemplated herein and in the other Basic Documents (exceptany such income taxes arising out of fees paid to the EligibleLender Trustee), including any sales, gross receipts, generalcorporation, tangible and intangible personal property,privilege or license taxes and costs and expenses in defendingagainst the same.

(ii) The Seller shall indemnify, defend and hold harmless thePurchaser and the Eligible Lender Trustee in its individualcapacity and their officers, directors, employees and agentsof the Purchaser and the Eligible Lender Trustee from andagainst any and all costs, expenses, losses, claims, damagesand liabilities arising out of, or imposed upon such Personthrough, the Seller's willful misfeasance, bad faith or grossnegligence in the performance of its duties under the SaleAgreement, or by reason of reckless disregard of itsobligations and duties under the Sale Agreement.

(iii) The Seller shall be liable as primary obligor for, andshall indemnify, defend and hold harmless the Eligible LenderTrustee in its individual capacity and its officers,directors, employees and agents from and against, all costs,expenses, losses, claims, damages, obligations and liabilitiesarising out of, incurred in connection with or relating to theSale Agreement, the other Basic Documents, the acceptance orperformance of the trusts and duties set forth herein and inthe Sale Agreement or the action or the inaction of theEligible Lender Trustee hereunder, except to the extent thatsuch cost, expense, loss, claim, damage, obligation orliability: (a) shall be due to the willful misfeasance, badfaith or negligence (except for errors in judgment) of theEligible Lender Trustee, (b) shall arise from any breach bythe Eligible Lender Trustee of its covenants in its individualcapacity under any of the Basic Documents; or (c) shall arisefrom the breach by the Eligible Lender Trustee of any of itsrepresentations or warranties in its individual capacity setforth in these Master Sale Terms or any Sale Agreement. In theevent of any claim, action or proceeding for which indemnitywill be sought pursuant to this paragraph, the Eligible LenderTrustee's choice of legal counsel shall be subject to theapproval of the Seller, which approval shall not beunreasonably withheld.

Indemnification under this Section 9 shall survive the resignation or



removal of the Eligible Lender Trustee and the termination of these Master SaleTerms and shall include reasonable fees and expenses of counsel and expenses oflitigation. If the Seller shall have made any indemnity payments pursuant tothis Section and the Person to or for the benefit of whom

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such payments are made thereafter shall collect any of such amounts from others,such Person shall promptly repay such amounts to the Seller, without interest.

SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OFSELLER

Any Person (a) into which the Seller may be merged or consolidated, (b)which may result from any merger or consolidation to which the Seller shall be aparty or (c) which may succeed to the properties and assets of the Sellersubstantially as a whole, shall be the successor to the Seller without theexecution or filing of any document or any further act by any of the parties tothese Master Sale Terms; provided, however, that the Seller hereby covenantsthat it will not consummate any of the foregoing transactions except uponsatisfaction of the following: (i) the surviving Person, if other than theSeller, executes an agreement of assumption to perform every obligation of theSeller under these Master Sale Terms, (ii) immediately after giving effect tosuch transaction, no representation or warranty made pursuant to Section 5herein shall have been breached, (iii) the surviving Person, if other than theSeller, shall have delivered to the Eligible Lender Trustee an Officers'Certificate and an Opinion of Counsel each stating that such consolidation,merger or succession and such agreement of assumption comply with this Sectionand that all conditions precedent, if any, provided for in these Master SaleTerms relating to such transaction have been complied with, and that the RatingAgency Condition shall have been satisfied with respect to such transaction,(iv) if the Seller is not the surviving entity, such transaction will not resultin a material adverse Federal or state tax consequence to the Purchaser or theNoteholders and (v) if the Seller is not the surviving entity, the Seller shallhave delivered to the Eligible Lender Trustee an Opinion of Counsel either (A)stating that, in the opinion of such counsel, all financing statements andcontinuation statements and amendments thereto have been executed and filed thatare necessary fully to preserve and protect the interest of the Purchaser andthe Eligible Lender Trustee, respectively, in the Loans and reciting the detailsof such filings, or (B) stating that, in the opinion of such counsel, no suchaction shall be necessary to preserve and protect such interests.

SECTION 11. LIMITATION ON LIABILITY OF SELLER AND OTHERS

The Seller and any director or officer or employee or agent thereof mayrely in good faith on the advice of counsel or on any document of any kind,prima facie properly executed and submitted by any Person respecting any mattersarising hereunder (provided that such reliance shall not limit in any way theSeller's obligations under Section 5 herein). The Seller shall not be under anyobligation to appear in, prosecute or defend any legal action that shall not be



incidental to its obligations under these Master Sale Terms or any SaleAgreement, and that in its opinion may involve it in any expense or liability.Except as provided herein, the repurchase (or substitution) and reimbursementobligations of Seller will constitute the sole remedy available to Purchaser foruncured breaches; provided, however, that the information with respect to theLoans listed on the Bill of Sale may be adjusted in the ordinary course ofbusiness subsequent to the date of the Bill of Sale and to the extent that theaggregate Principal Balance listed on the Bill of Sale is less than theaggregate Principal Balance stated on the Bill of Sale, Seller shall remit suchamount to the Eligible Lender Trustee for the benefit of the Purchaser. Suchreconciliation payment shall be made from time to time but no less frequentlythan semi-annually.

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SECTION 12. LIMITATION OF LIABILITY OF ELIGIBLE LENDER TRUSTEE

Notwithstanding anything contained herein to the contrary, these MasterSale Terms and any Sale Agreement have been signed by Chase Manhattan Bank USA,National Association, not in its individual capacity but solely in its capacityas Eligible Lender Trustee for the Purchaser and the Interim Eligible LenderTrustee for the Seller, as the case may be, and in no event shall ChaseManhattan Bank USA, National Association in its individual capacity, have anyliability for the representations, warranties, covenants, agreements or otherobligations of the Eligible Lender Trustee, the Interim Eligible Lender Trustee,the Purchaser or of the Seller, respectively, under these Master Sale Terms orany Sale Agreement or in any of the certificates, notices or agreementsdelivered pursuant hereto, as to all of which recourse shall be had solely tothe assets of the Purchaser or the Seller, as the case may be.


Except as otherwise provided herein, each party to these Master SaleTerms or any Sale Agreement shall pay its own expense incurred in connectionwith the preparation, execution and delivery of these Master Sale Terms or anySale Agreement and the transactions contemplated herein or therein.


All covenants, agreements, representations and warranties made hereinand in or pursuant to any Sale Agreements executed pursuant to these Master SaleTerms shall survive the consummation of the purchase of the Loans provided forin each Sale Agreement. All covenants, agreements, representations andwarranties made or furnished pursuant hereto by or for the benefit of Sellershall bind and inure to the benefit of any successors or assigns of Purchaserand shall survive with respect to each Loan. Each Sale Agreement supersedes allprevious agreements and understandings between Purchaser and Seller with respectto the subject matter thereof. A Sale Agreement may be changed, modified ordischarged, and any rights or obligations hereunder may be waived, only by awritten instrument signed by a duly authorized officer of the party against whom



enforcement of any such waiver, change, modification or discharge is sought. Thewaiver by Purchaser of any covenant, agreement, representation or warrantyrequired to be made or furnished by Seller or the waiver by Purchaser of anyprovision herein contained or contained in any Sale Agreement shall not bedeemed to be a waiver of any breach of any other covenant, agreement,representation, warranty or provision herein contained or contained in any SaleAgreement, nor shall any waiver or any custom or practice which may evolvebetween the parties in the administration of the terms hereof or of any SaleAgreement, be construed to lessen the right of Purchaser to insist upon theperformance by Seller in strict accordance with said terms.


All communications, notices and approvals provided for hereunder shallbe in writing and mailed or delivered to Seller or Purchaser, as the case maybe, addressed as set forth in the Sale Agreement or at such other address aseither party may hereafter designate by notice to the other party. Notice givenin any such communication, mailed to Seller or Purchaser by appropriately

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addressed registered mail, shall be deemed to have been given on the dayfollowing the date of such mailing.


All instruments and documents delivered in connection with these MasterSale Terms and any Sale Agreement, and all proceedings to be taken in connectionwith these Master Sale Terms and any Sale Agreement and the transactionscontemplated herein and therein, shall be in a form as set forth in theattachments hereto, and Purchaser shall have received copies of such documentsas it or its counsel shall reasonably request in connection therewith. Anyinstrument or document which is substantially in the same form as an Attachmenthereto or a recital herein will be deemed to be satisfactory as to form.


These Master Sale Terms and any Sale Agreement may be amended by theparties thereto without the consent of the related Noteholders for the purposeof adding any provisions to or changing in any manner or eliminating any of theprovisions of such Master Sale Terms and Sale Agreements or of modifying in anymanner the rights of such Noteholders; provided that such action will not, inthe opinion of counsel satisfactory to the related Indenture Trustee, materiallyand adversely affect the interest of any such Noteholder.

In addition, these Master Sale Terms and any Sale Agreement may also beamended from time to time by the Seller, the Interim Eligible Lender Trustee,the Eligible Lender Trustee and the Purchaser, with the consent of theNoteholders of Notes evidencing a majority of the Outstanding Amount of theNotes, for the purpose of adding any provisions to or changing in any manner or



eliminating any of the provisions of these Master Sale Terms or any SaleAgreement or of modifying in any manner the rights of the Noteholders; provided,however, that no such amendment shall (a) increase or reduce in any manner theamount of, or accelerate or delay the time of, collections of payments withrespect to Loans or distributions that shall be required to be made for thebenefit of the Noteholders or (b) reduce the aforesaid percentage of theOutstanding Amount of the Notes, the Noteholders of which are required toconsent to any such amendment, without the consent of all outstandingNoteholders.

Promptly after the execution of any such amendment or consent (or, inthe case of the Rating Agencies, five Business Days prior thereto), the EligibleLender Trustee shall furnish written notification of the substance of suchamendment or consent to the Indenture Trustee, and each of the Rating Agencies.


Prior to the execution of any amendment to these Master Sale Terms, theEligible Lender Trustee shall be entitled to receive and rely upon an Opinion ofCounsel stating that execution of such amendment is authorized or permitted bythis Sale Agreement and the Opinion of Counsel referred to in Section 7.1(i)(i)of the Administration Agreement. The Eligible Lender Trustee

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may, but shall not be obligated to, enter into any such amendment which affectsthe Eligible Lender Trustee's own rights, duties or immunities under theseMaster Terms or otherwise.


Notwithstanding any prior termination of these Master Sale Terms,Seller and the Interim Eligible Lender Trustee shall not acquiesce, petition orotherwise invoke or cause Purchaser to invoke the process of any court orgovernment authority for the purpose of commencing or sustaining a case againstPurchaser under any Federal or state bankruptcy, insolvency or similar law orappointing a receiver, liquidator, assignee, trustee, custodian, sequestrator orother similar official of Purchaser or any substantial part of its property, orordering the winding up or liquidation of the affairs of the Purchaser.

Notwithstanding any prior termination of these Master Sale Terms, theEligible Lender Trustee and the Purchaser shall not acquiesce, petition orotherwise invoke or cause Seller to invoke the process of commencing orsustaining a case against the Seller under any federal or state bankruptcy,insolvency or similar law or appointing a receiver, liquidator, assignee,trustee, custodian, sequestrator or other similar official of Seller or anysubstantial part of its property, or ordering the winding up or liquidation of



the affairs of the Purchaser.

SECTION 19. ASSIGNMENT

The Seller and the Interim Eligible Lender Trustee each hereby assignsits entire right, title and interest as purchaser and as the Interim EligibleLender Trustee under the Purchase Agreement Master Securitization Terms Number1000 and any Purchase Agreement thereunder to Purchaser as of the date hereofand acknowledges that the Purchaser and the Eligible Lender Trustee on behalf ofthe Purchaser will assign the same, together with the right, title and interestof the Purchaser and the Eligible Lender Trustee hereunder, to the IndentureTrustee under the Indenture.


These Master Sale Terms and any Sale Agreements shall be governed byand construed in accordance with the laws of the State of New York withoutreference to its conflict of law provisions, and the obligations, rights andremedies of the parties, hereunder shall be determined in accordance with suchlaws.

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IN WITNESS WHEREOF, the parties hereto have caused these Master SaleTerms to be duly executed by their respective officers hereunto duly authorized,as of the day and year first above written.

SLM FUNDING LLC SLM STUDENT LOAN TRUST 2004-2--------------- -----------------------------(Seller) (Purchaser)

by Chase Manhattan Bank USA,National Association, not in itsindividual capacity but solely asEligible Lender Trustee

By: /s/ MARK L. HELEEN By: /s/ JOHN J. CASHIN

Name: Mark L. Heleen Name: John J. CashinTitle: Vice President Title: Vice President

CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in itsindividual capacity but solely as Interim individual capacity but solely asEligible Lender Trustee Eligible Lender Trustee

By: /s/ JOHN J. CASHIN By: /s/ JOHN J. CASHIN

Name: John J. Cashin Name: John J. CashinTitle: Vice President Title: Vice President



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ATTACHMENT A

SALE AGREEMENT

DATED AS OF MARCH 4, 2004SALE AGREEMENT NUMBER 1

Each of the Chase Manhattan Bank USA, National Association as InterimEligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefitof SLM Funding LLC (the "Seller") and the Seller hereby offer for sale to theEligible Lender Trustee on behalf of SLM Student Loan Trust 2004-2 (the"Purchaser") the entire right, title and interest of the Seller and the InterimEligible Lender Trustee in the Loans described in the Bill of Sale and LoanTransmittal Summary Form incorporated herein and, to the extent indicated below,the Eligible Lender Trustee on behalf of the Purchaser accepts the Seller's andthe Interim Eligible Lender Trustee's offer. In order to qualify as EligibleLoans, no payment of principal or interest shall be more than two hundred andten (210) days Delinquent as of the Cutoff Date which date shall be February 9,2004.


In consideration of the Purchase Price, each of the Seller and theInterim Eligible Lender Trustee for the benefit of the Seller hereby sells tothe Eligible Lender Trustee for the benefit of the Purchaser the entire right,title and interest of the Seller and the Interim Eligible Lender Trustee in theLoans accepted for purchase, subject to all the terms and conditions of the SaleAgreement Master Securitization Terms Number 1000 (the "Master Sale Terms") andamendments, each incorporated herein by reference, among the Seller, the InterimEligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. TheInitial Payment of the Loans shall equal $3,013,648,962.24, equal to$2,439,045,625, (representing the sale price of the Floating Rate Notes lessunderwriters' commissions and fees) calculated using an exchange rate of $1.2605equals (euro)1.00, plus $627,300,430 (representiNg the sale price of the ResetRate Notes less initial purchasers discounts and fees), less $7,526,780(representing the Reserve Account Initial Deposit), less $34,000,000(representing the Capitalized Interest Account Initial Deposit) and less $84,875(representing the Interest Rate Cap Upfront Payment). In addition, the Purchasershall make the Collection Account Initial Deposit of $11,085,438.76.

This document shall constitute a Sale Agreement as referred to in theMaster Sale Terms and, except as modified herein, each term used herein shallhave the same meaning as in the Master Sale Terms. All references in the MasterSale Terms to Loans or Eligible Loans shall be deemed to refer to the Loansgoverned by this Sale Agreement. Seller hereby makes, as of the date hereof, allthe representations and warranties contained in the Master Sale Terms and makessuch representations and warranties with respect to the Loans governed by this



Sale Agreement.

Each of the Seller and the Interim Eligible Lender Trustee for thebenefit of the Seller authorizes the Eligible Lender Trustee for the benefit ofthe Purchaser to use a copy of the Bill of Sale, including the Loan TransmittalSummary Form attached to the Bill of Sale (in lieu of OE

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Form 1074) as official notification to the applicable Guarantors of assignmentto the Eligible Lender Trustee for the benefit of the Purchaser of the Loans onthe date of purchase.

The parties hereto intend that the transfer of Loans described in theBill of Sale and Loan Transmittal Summary Form be, and be construed as, a validsale of such Loans. However, in the event that notwithstanding the intentions ofthe parties, such transfer is deemed to be a transfer for security, then each ofthe Interim Eligible Lender Trustee and the Seller hereby grants to the EligibleLender Trustee on behalf of the Purchaser a first priority security interest inand to all Loans described in the Bill of Sale and Loan Transmittal Summary Formto secure a loan in an amount equal to the Purchase Price of such Loans.

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IN WITNESS WHEREOF, the parties hereto have caused this Sale Agreementto be duly executed by their respective officers hereunto duly authorized, as ofthe day and year first above written.

SLM FUNDING LLC SLM STUDENT LOAN TRUST 2004-2--------------- -----------------------------(Seller) (Purchaser)

by Chase Manhattan Bank USA,National Association, not in itsindividual capacity but solely asEligible Lender Trustee

By: _______________________ By: _______________________________

Name: _____________________ Name: _____________________________

Title: ____________________ Title: ____________________________

CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in itsindividual capacity but solely as Interim individual capacity but solely asEligible Lender Trustee Eligible Lender Trustee

By: _______________________ By: _______________________________

Name: _____________________ Name: _____________________________



Title: ____________________ Title: ____________________________

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SALE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED MARCH 4, 2004

Chase Manhattan Bank USA, National Association as Interim EligibleLender Trustee for the benefit of SLM Funding LLC (the "Seller"), by executionof this instrument, hereby endorses the attached promissory note which is one(1) of the promissory notes (the "Notes") described in the Bill of Sale executedby the Seller and the Interim Eligible Lender Trustee for the benefit of theSeller in favor of Chase Manhattan Bank USA, National Association as EligibleLender Trustee on behalf of SLM Student Loan Trust 2004-2 (the "Purchaser").This endorsement is in blank, unrestricted form and without recourse except asprovided in Section 6 of the Master Sale Terms referred to in the Sale Agreementamong Seller, Purchaser, Interim Eligible Lender Trustee, and the EligibleLender Trustee which covers this promissory note.


Notwithstanding the foregoing, the Interim Eligible Lender Trustee forthe benefit of the Seller agrees to individually endorse each Note in the formprovided by Purchaser as Purchaser may from time to time require or if suchindividual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS ANDCOVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENTMASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLERACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALLTERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT (" SALE AGREEMENT"). THESALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THEINITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREEDBY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE BILL OF SALE.

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SELLER PURCHASER

Chase Manhattan Bank USA, National Chase Manhattan Bank USA, NationalAssociation, not in its individual Association, not in its individualcapacity but solely as Interim Eligible capacity but solely as InterimLender Trustee for the Benefit of SLM Eligible Lender Trustee on behalf



Funding LLC of SLM Student Loan Trust 2004-2

Lender Code: 833 253

By: _______________________ By: _______________________________(Signature of Authorized (Signature of AuthorizedOfficer) Signatory for Purchaser)

Name:______________________ Name: _____________________________

Title: ____________________ Title: ____________________________


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ATTACHMENT B


The undersigned SLM Funding LLC ("Seller") and Chase Manhattan BankUSA, National Association as Interim Eligible Lender Trustee for the benefit ofthe Seller under the Interim Trust Agreement dated as of March 1, 2004 ("InterimEligible Lender Trustee"), for value received and pursuant to the terms andconditions of Sale Agreement Number 1 ("Sale Agreement") among Seller, theInterim Eligible Lender Trustee, SLM Student Loan Trust 2004-2 ("Purchaser") andChase Manhattan Bank USA, National Association as the Eligible Lender Trustee,do hereby sell, assign and convey to the Eligible Lender Trustee on behalf ofPurchaser and its assignees all right, title and interest of Seller and theInterim Eligible Lender Trustee, including the insurance interest of Seller andthe Interim Eligible Lender Trustee under the Federal Family Education LoanProgram (20 U.S.C. 1071 et seq.), in the Loans identified herein which theEligible Lender Trustee on behalf of Purchaser has accepted for purchase. Theportfolio accepted for purchase by the Eligible Lender Trustee on behalf ofPurchaser and the effective date of sale and purchase are described below andthe individual accounts are listed on the Schedule A attached hereto.

Seller hereby makes the representations and warranties set forth inSection 5 of the Sale Agreement Master Securitization Terms Number 1000incorporated by reference in the Sale Agreement. Seller and the Interim EligibleLender Trustee authorize the Eligible Lender Trustee on behalf of Purchaser touse a copy of this document (in lieu of OE Form 1074) as official notificationto the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf ofPurchaser of the Loans on the date of purchase.

LISTING OF LOANS ON FOLLOWING PAGE(1)



--------(1) After the Cutoff Date, the Seller determined that $11,049,529.91 of theLoans (identified in the "Exception Report" attached hereto) on the listing ofloans on the following page were ineligible for sale to the Seller and to theTrust and will not be sold hereunder.

-1-


- Not in claims status, not previously rejected- Not in litigation- Last disbursement was 30 days or more from cutoff date- Loan is not swap-pending

*Based upon Seller's estimated calculations, which may be adjusted upward ordownward based upon Purchaser's reconciliation.

**Includes interest to be capitalized.

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GUARANTOR(S):

American Student AssistanceCalifornia Student Aid CommissionColorado Student Loan ProgramConnecticut Student Loan FoundationEducational Credit Management Corporation of VirginiaFlorida Bureau of Student Financial AssistanceGeorgia Higher Education Assistance CorporationGreat Lakes Higher Education CorporationIllinois Student Assistance CommissionIowa College Student Aid CommissionKentucky Higher Education Assistance AuthorityLouisiana Office of Student Financial AssistanceMichigan Guaranty AgencyMontana Guaranteed Student Loan ProgramNebraska Student Loan ProgramNew Jersey Office of Student AssistanceNew York State Higher Education Services CorporationNorthwest Education Loan AssociationOklahoma Guaranteed Student Loan ProgramOregon State Scholarship CommissionPennsylvania Higher Education Assistance AgencyStudent Loan Guarantee Foundation of Arkansas, Inc.Tennessee Student Assistance CorporationTexas Guaranteed Student Loan CorporationUnited Student Aid Funds, Inc.



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EXCEPTION REPORT


IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale tobe duly executed by their respective officers hereunto duly authorized, as ofthe day and year first above written.

SELLER PURCHASER

Chase Manhattan Bank USA, National Chase Manhattan Bank USA, NationalAssociation, not in its individual Association, not in its individualcapacity but solely as Interim Eligible capacity but solely as InterimLender Trustee for the Benefit of SLM Eligible Lender Trustee on behalfFunding LLC of SLM Student Loan Trust 2004-2

Lender Code: ______________

By: _______________________ By: _______________________________(Signature of Authorized (Signature of AuthorizedOfficer) Signatory for Purchaser)

Name:______________________ Name: _____________________________

Title: ____________________ Title: ____________________________


SLM FUNDING LLC

By:______________________

Name: Mark L. HeleenTitle: Vice President



EXHIBIT 99.3


ADMINISTRATION AGREEMENT

DATED AS OF MARCH 4, 2004

AMONG

SLM FUNDING LLC


CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,

AS ELIGIBLE LENDER TRUSTEE

SALLIE MAE, INC.

AND

THE BANK OF NEW YORK,

AS INDENTURE TRUSTEE

TABLE OF CONTENTS

<TABLE><S> <C>ARTICLE I........................................................................................................ 2

Section 1.1 Definitions and Usage................................................................... 2

ARTICLE II....................................................................................................... 2

Section 2.1 Duties with Respect to the Indenture.................................................... 2Section 2.2 Duties with Respect to the Issuer....................................................... 5Section 2.3 Establishment of Trust Accounts......................................................... 6Section 2.4 Collections; Collection Account......................................................... 10Section 2.5 Application of Collections.............................................................. 11Section 2.6 Additional Deposits..................................................................... 11Section 2.7 Distributions........................................................................... 12Section 2.8 Priority of Distributions............................................................... 14Section 2.9 Reserve Account......................................................................... 17Section 2.10 Investment Earnings; Other Trust Accounts............................................... 19Section 2.11 Statements to Excess Distribution Certificateholders and Noteholders.................... 23Section 2.12 Non-Ministerial Matters................................................................. 24Section 2.13 Exceptions.............................................................................. 25Section 2.14 Compensation............................................................................ 25Section 2.15 Servicer and Administrator Expenses..................................................... 25

ARTICLE III...................................................................................................... 25

Section 3.1 Administrator's Certificate; Servicer's Report.......................................... 25Section 3.2 Annual Statement as to Compliance; Notice of Default; Financial Statements.............. 26Section 3.3 Annual Independent Certified Public Accountants' Report................................. 27

ARTICLE IV....................................................................................................... 28

Section 4.1 Representations of Administrator........................................................ 28Section 4.2 Liability of Administrator; Indemnities................................................. 29Section 4.3 Merger or Consolidation of, or Assumption of the Obligations of, Administrator.......... 31Section 4.4 Limitation on Liability of Seller, Administrator and Others............................. 32Section 4.5 Administrator May Own Certificates or Notes............................................. 32Section 4.6 Sallie Mae, Inc. Not to Resign as Administrator......................................... 32

ARTICLE V........................................................................................................ 33

Section 5.1 Administrator Default................................................................... 33Section 5.2 Appointment of Successor................................................................ 34Section 5.3 Notification to Noteholders and Certificateholders...................................... 35



Section 5.4 Waiver of Past Defaults................................................................. 35</TABLE>

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<TABLE><S> <C>ARTICLE VI....................................................................................................... 35

Section 6.1 Termination............................................................................. 35

ARTICLE VII...................................................................................................... 36

Section 7.1 Protection of Interests in Trust........................................................ 36

ARTICLE VIII..................................................................................................... 38

Section 8.1 Independence of the Administrator....................................................... 38Section 8.2 No Joint Venture........................................................................ 38Section 8.3 Other Activities of Administrator....................................................... 38Section 8.4 Powers of Attorney...................................................................... 39Section 8.5 Amendment............................................................................... 39Section 8.6 Assignment.............................................................................. 40Section 8.7 Limitations on Rights of Others......................................................... 41Section 8.8 Assignment to Indenture Trustee......................................................... 41Section 8.9 Nonpetition Covenants................................................................... 41Section 8.10 Limitation of Liability of Eligible Lender Trustee and Indenture Trustee................ 42Section 8.11 Governing Law........................................................................... 42Section 8.12 Headings................................................................................ 42Section 8.13 Counterparts............................................................................ 42Section 8.14 Severability............................................................................ 42Section 8.15 Additional Reset Rate Note Agreements................................................... 43Section 8.16 Excess Distribution Certificate......................................................... 43

</TABLE>

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ADMINISTRATION AGREEMENT

SLM Student Loan Trust 2004-2 Administration Agreement, dated as ofMarch 4, 2004 (this "Agreement"), among SLM Funding LLC (the "Depositor"), SLMStudent Loan Trust 2004-2 (the "Issuer"), Chase Manhattan Bank USA, NationalAssociation, not in its individual capacity but solely in its capacity aseligible lender trustee (the "Eligible Lender Trustee"), The Bank of New York,not in its individual capacity but solely in its capacity as indenture trustee(the "Indenture Trustee"), Sallie Mae, Inc., not in its individual capacity butsolely in its capacity as servicer (in such capacity, the "Servicer") and SallieMae, Inc., not in its individual capacity but solely in its capacity asadministrator (in such capacity, the "Administrator").

RECITALS

WHEREAS, pursuant to an Indenture, dated as of March 1, 2004 (the"Indenture"), among the Issuer, the Indenture Trustee and the Eligible LenderTrustee, the Issuer (a) is issuing (i) seven classes of its Student Loan-BackedNotes (collectively, the "Notes"), and (ii) an Excess Distribution Certificate(the "Excess Distribution Certificate") pursuant to the Short-Form TrustAgreement, dated as of February 19, 2004 between the Depositor and the EligibleLender Trustee, pursuant to which the Issuer was established, as amended andrestated by the Amended and Restated Trust Agreement, dated as of March 4, 2004(the "Trust Agreement"), among the Depositor, the Eligible Lender Trustee andthe Indenture Trustee, and (b) will not issue any other classes of certificates(the "Certificates");

WHEREAS, the Issuer has entered into certain agreements in connectionwith the issuance of the Notes and the Excess Distribution Certificate,including the Trust Agreement, the Servicing Agreement, the Sale Agreement, andthe Indenture;

WHEREAS, pursuant to certain Basic Documents, the Issuer and theEligible Lender Trustee are required to perform certain duties in connectionwith (a) the Notes and the Collateral therefore pledged pursuant to theIndenture and (b) the Excess Distribution Certificate pursuant to the Trust



Agreement;

WHEREAS, the Issuer and the Eligible Lender Trustee desire to have theAdministrator and the Servicer perform certain of the duties of the Issuer andthe Eligible Lender Trustee referred to in the preceding clause, and to providesuch additional services consistent with this Agreement and the other BasicDocuments as the Issuer and the Eligible Lender Trustee may from time to timerequest; and

WHEREAS, the Administrator and the Servicer have the capacity toprovide the services required hereby and are willing to perform such servicesfor the Issuer and the Eligible Lender Trustee on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants containedherein, and other good and valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, the Depositor, the Issuer, the Eligible LenderTrustee, the Indenture Trustee, the Servicer and the Administrator, hereby agreeas follows:

ARTICLE I

Section 1.1 Definitions and Usage. Except as otherwise specified hereinor as the context may otherwise require, capitalized terms used but nototherwise defined herein are defined in Appendix A-1 to the Indenture, whichalso contains rules as to usage that shall be applicable herein.

ARTICLE II

Section 2.1 Duties with Respect to the Indenture. The Administratoragrees to consult with the Eligible Lender Trustee regarding the duties of theIssuer under the Indenture and the Depository Agreements. The Administratorshall monitor the performance of the Issuer and shall advise the Eligible LenderTrustee when action is necessary to comply with the Issuer's duties under theIndenture and any Depository Agreement. The Administrator shall prepare forexecution by the Issuer or shall cause the preparation by other appropriatePersons of all such documents, reports, filings, instruments, certificates andopinions as it shall be the duty of the Issuer to prepare, file or deliverpursuant to the Indenture and each Depository Agreement. In furtherance of theforegoing, the Administrator shall take the actions with respect to thefollowing matters that it is the duty of the Issuer or the Indenture Trustee totake pursuant to the Indenture:

(a) preparing or obtaining the documents and instruments requiredfor authentication of the Notes and delivering the same to the Indenture Trustee(Section 2.2 of the Indenture);

(b) preparing, obtaining or filing the instruments, opinions andcertificates and other documents required for the release of Collateral (Section2.9 of the Indenture);

(c) obtaining and preserving the Issuer's qualification to dobusiness in each jurisdiction in which such qualification is or shall benecessary to protect the validity and enforceability of the Indenture, theNotes, the Collateral and each other instrument and agreement included in theIndenture Trust Estate (Section 3.4 of the Indenture);

(d) preparing all supplements, amendments, financing statements,continuation statements, instruments of further assurance and other instruments,in accordance with Section 3.5 of the Indenture, necessary to protect theIndenture Trust Estate (Section 3.5 of the Indenture);

(e) delivering the Opinion of Counsel on the Closing Date and theannual delivery of Opinions of Counsel, in accordance with Section 3.6 of theIndenture, as to the Indenture Trust Estate, and the annual delivery of theOfficers' Certificate of the Issuer and certain other statements, in accordancewith Section 3.9 of the Indenture, as to compliance, with the Indenture(Sections 3.6 and 3.9 of the Indenture);

(f) in the event of a Servicer Default, the taking of allreasonable steps available to enforce the Issuer's rights under the BasicDocuments in respect of such Servicer Default (Section 3.7(d) of the Indenture);

2



(g) preparing and obtaining the documents and instruments requiredfor the release of the Issuer from its obligations under the Indenture (Section3.10 of the Indenture);

(h) monitoring the Issuer's obligations as to the satisfaction anddischarge of the Indenture and preparing an Officers' Certificate of the Issuerand obtaining the Opinion of Counsel and the Independent Certificate relatingthereto (Section 4.1 of the Indenture);

(i) selling of the Indenture Trust Estate in a commerciallyreasonable manner if an Event of Default resulting in a non-rescindable,non-waivable acceleration of the Notes (Section 5.4 of the Indenture) or anInsolvency Event with respect to the Depositor has occurred and is continuing(Section 6.5(b) of the Indenture);

(j) preparing and, after execution by the Issuer, filing with theCommission, any applicable State agencies and the Indenture Trustee documentsrequired to be filed on a periodic basis with, and summaries thereof as may berequired by rules and regulations prescribed by, the Commission and anyapplicable State agencies (Section 7.3 of the Indenture);

(k) opening of one or more accounts in the Issuer's name,preparing Issuer Orders and Officers' Certificates of the Issuer, obtaining theOpinions of Counsel and all other actions necessary with respect to investmentand reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of theIndenture);

(l) preparing an Issuer Request and Officers' Certificate of theIssuer and obtaining an Opinion of Counsel and Independent Certificates, ifnecessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5of the Indenture);

(m) preparing Issuer Orders and obtaining Opinions of Counsel withrespect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3of the Indenture);

(n) preparing the documents and instruments required for theexecution and authentication of new Notes conforming to any supplementalindenture and the delivery of the same to the Eligible Lender Trustee and theIndenture Trustee, respectively (Section 9.6 of the Indenture);

(o) preparing all Officers' Certificates of the Issuer andIndependent Certificates and obtaining Opinions of Counsel with respect to anyrequests by the Issuer to the Indenture Trustee to take any action under theIndenture (Section 11.1(a) of the Indenture);

(p) preparing and delivering of Officers' Certificates of theIssuer and obtaining Independent Certificates, if necessary, for the release ofproperty from the lien of the Indenture (Section 11.1(b) of the Indenture);

(q) preparing and delivering to Noteholders and the IndentureTrustee any agreements with respect to alternate payment and notice provisions(Section 11.6 of the Indenture);

(r) recording the Indenture, if applicable (Section 11.15 of theIndenture);

3

(s) undertaking all obligations required to be performed by theAdministrator, and acting on behalf of the Trust in fulfilling all duties of theTrust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to theIndenture) on and prior to each Reset Date;

(t) engaging or terminating any Remarketing Agents, entering intothe Remarketing Agreement on the Closing Date and all subsequent RemarketingAgreements or Remarketing Agency Agreements each on behalf of the Trust, as setforth in the Reset Rate Note Procedures;

(u) (i) on the Closing Date, with respect to the Class A-5 Notes,directing the Eligible Lender Trustee to enter into the Class A-5 Swap Agreement(not in its individual capacity, but solely on behalf of the Trust) with theClass A-5 Swap Counterparty, and any supplement, amendment or replacementthereof, and (ii) on the Closing Date, with respect to the Reset Rate Notesduring their initial Reset Period, directing the Eligible Lender Trustee to



enter into the Initial Class A-6 Currency Swap Agreement (not in its individualcapacity, but solely on behalf of the Trust) with the Initial Class A-6 CurrencySwap Counterparty, and (iii) on any subsequent date, any supplement, amendmentor replacement thereof;

(v) from time to time on or after the Initial Reset Date withrespect to the Reset Rate Notes, directing the Eligible Lender Trustee to enterinto one or more Swap Agreements (not in its individual capacity, but solely onbehalf of the Trust) with an Eligible Swap Counterparty on the terms andconditions set forth in the Reset Rate Note Procedures, on any Reset Date, when(i) the Reset Rate Notes are to be in Foreign Exchange Mode during theimmediately following Reset Period, (ii) the Reset Rate Notes are to bearinterest at a fixed rate during the immediately following Reset Period or (iii)the Reset Rate Notes are to bear interest at a floating rate during theimmediately following Reset Period and the Remarketing Agents (in consultationwith the Administrator) determine that it is in the best interest of the Trustbased on then-current market conditions, or if otherwise required to satisfy theRating Agency Condition, to enter into one or more Swap Agreements, and anysupplement, amendment or replacement thereof;

(w) undertaking all obligations required to be performed by theAdministrator, including, without limitation, preparing and delivering allnotices, communications, information and calculations, under any Swap Agreement;

(x) on the Closing Date, directing the Eligible Lender Trustee toenter into the Interest Rate Cap Agreement (not in its individual capacity, butsolely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty;

(y) calculating, on each Interest Rate Determination Date for theReset Rate Notes then bearing a floating rate of interest, the applicable rateof interest using the applicable Index that will be in effect until the nextrelated Interest Rate Change Date;

(z) calculating on each Distribution Date, as applicable: thePrincipal Distribution Amount, the Quarterly Required Amount, the QuarterlyFunding Amount, the Reset Period Target Amount, any amounts to be deposited onsuch Distribution Date into the Accumulation Account (if applicable), theSupplemental Interest Account Deposit Amount, any applicable Investment ReserveAccount Required Amount, any applicable Specified Reserve Account

4

Balance, any applicable Investment Premium Purchase Account Deposit Amount andany applicable Investment Premium Purchase Required Amount;

(aa) calculating on or before each Distribution Date, asapplicable, any amounts to be deposited in, or withdrawn from, each TrustAccount; and

(bb) from time to time, directing the Eligible Lender Trustee, notin its individual capacity, but solely on behalf of the Trust, to enter into oneor more agreements representing Eligible Repurchase Obligations, with anEligible Repo Counterparty.

Section 2.2 Duties with Respect to the Issuer.

(a) In addition to the duties of the Administrator set forth aboveand in the other Basic Documents, the Administrator shall perform suchcalculations, including calculating on each Interest Rate Determination Date forthe Reset Rate Notes, the applicable rate of interest using the applicable Indexthat will be in effect until the next related Interest Rate Change Date, andshall prepare for execution by the Issuer or the Eligible Lender Trustee orshall cause the preparation by other appropriate Persons of all such documents,reports, filings, instruments, certificates and opinions as it shall be the dutyof the Issuer or the Eligible Lender Trustee to prepare, file or deliverpursuant to the Basic Documents, and at the request of the Eligible LenderTrustee shall take all appropriate action that it is the duty of the Issuer totake pursuant to the Basic Documents. Subject to Section 8.1 below, and inaccordance with the directions of the Eligible Lender Trustee, the Administratorshall administer, perform or supervise the performance of such other activitiesin connection with the Collateral (including the Basic Documents) as are notcovered by any of the foregoing provisions and as are expressly requested by theEligible Lender Trustee and are reasonably within the capability of theAdministrator.

(b) The Administrator shall be responsible for performance of the



duties of the Eligible Lender Trustee set forth in Section 5.4 of the TrustAgreement and the Administrator shall be entitled to hire an Independentaccounting firm to perform the duties described therein, the reasonable fees andexpenses of which shall be paid by the Depositor or the holder of the ExcessDistribution Certificate, if not then held by the Depositor.

(c) The Administrator shall perform the duties of theAdministrator specified in Section 10.2 of the Trust Agreement required to beperformed in connection with the resignation or removal of the Eligible LenderTrustee, and any other duties expressly required to be performed by theAdministrator under the Trust Agreement and the other Basic Documents.

(d) The Administrator shall be responsible for preparing anddelivering, on behalf of the Issuer, (i) all notices required by any ClearingAgency or stock exchange upon which the Notes are then listed and (ii) anyinformation required to effectuate the listing of the Notes on a stock exchangeof international standing and, if applicable, the transfer of the listing of theNotes to an alternative stock exchange of international standing.

(e) The Administrator shall be responsible for serving asCalculation Agent or as successor calculation agent, if required, and shall beresponsible for preparing and delivering any notices required to be delivered bythe Issuer under any Swap Agreement, as applicable,

5

including without limitation, any notice obligations specified in each SwapAgreement in the event of a default, termination event or failure to pay in fullany amount due (as defined in the related Swap Agreement) by the related SwapCounterparty or the Issuer.

(f) The Administrator shall be responsible for promptly preparingand delivering a notice to each Rating Agency detailing all actions taken withrespect to any Collateral Arrangement (as defined in each Swap Agreement, asapplicable) required to be provided under the provisions of any Swap Agreement,and enclosing therewith a copy of each related Collateral Arrangement.

(g) In carrying out the foregoing duties or any of its otherobligations under this Agreement, the Administrator may enter into transactionswith or otherwise deal with any of its Affiliates; provided, however, that theterms of any such transactions or dealings shall be, in the Administrator'sopinion, no less favorable to the Issuer than would be available fromunaffiliated parties.

Section 2.3 Establishment of Trust Accounts.

(a) On the Closing Date and at such other times as specifiedherein, the Administrator shall establish the following Eligible DepositAccounts as more fully described below:

(i) a "Collection Account";

(ii) a "Reserve Account";

(iii) a "Capitalized Interest Account";

(iv) a "Remarketing Fee Account";

(v) an "Accumulation Account";

(vi) a "Supplemental Interest Account";

(vii) an "Other Currency Account";

(viii) an "Investment Premium Purchase Account";

(ix) an "Investment Reserve Account"; and

(x) a "Euro Account."

(b) Funds on deposit in each account specified in Section 2.3(a)above (collectively, the "Trust Accounts") (other than any Euro Account or OtherCurrency Account) shall be invested by the Indenture Trustee (or any custodianor designated agent with respect to any amounts on deposit in such accounts) inEligible Investments (including Eligible Investments of the Indenture Trustee)pursuant to written instructions by the Administrator; provided, however, it is



understood and agreed that the Indenture Trustee shall not be liable for theselection of, or any loss arising from such investment in, Eligible Investments.All such Eligible Investments

6

shall be held by (or by any custodian on behalf of) the Indenture Trustee forthe benefit of the Issuer; provided, that on the Business Day preceding (x) eachDistribution Date, all interest and other Investment Earnings (net of losses andinvestment expenses) on funds on deposit in each Trust Account other than theAccumulation Account shall be deposited into the Collection Account and deemedto constitute a portion of the Available Funds for such Distribution Date and(y) each related Distribution Date, all interest and other investment income(net of losses and investment expenses) on deposit in the Accumulation Accountshall be deposited into the Collection Account and deemed to constitute aportion of the Available Funds on such Reset Date. Other than as described inthe following proviso or as otherwise permitted by the Rating Agencies, funds ondeposit in the Trust Accounts (other than any Euro Account or Other CurrencyAccount) shall only be invested in Eligible Investments that will mature so thatsuch funds will be available at the close of business on the Business Daypreceding the following Monthly Servicing Payment Date (to the extent necessaryto pay the Primary Servicing Fee payable on such date) or the next DistributionDate; provided that funds on deposit in the Accumulation Account may be investedin Eligible Investments that are scheduled to mature (or with respect toEligible Investments under clause (g) of the definition of "EligibleInvestments" are expected to mature) on or before the Business Day prior to thenext Reset Date for the Reset Rate Notes. Funds on deposit in any Euro Accountor Other Currency Account shall not be invested in Eligible Investments. Fundsdeposited in a Trust Account on a Business Day which immediately precedes aMonthly Servicing Payment Date, Distribution Date or, with respect to funds ondeposit in the Accumulation Account, the related Reset Date, upon the maturityof any Eligible Investments, are not required to be invested overnight;provided, further, that only funds on deposit in the Accumulation Account may beinvested in the Eligible Investments specified in clause (h) of the definitionof "Eligible Investments."

(c) The Depositor and the Issuer pledged to the Indenture Trusteeall of their respective right, title and interest in all funds on deposit fromtime to time in the Trust Accounts and in all proceeds thereof (including allincome thereon) and all such funds, investments, proceeds and income shall bepart of the Trust Estate. Subject to the Administrator's power to instruct theIndenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, theTrust Accounts shall be under the sole dominion and control of the IndentureTrustee for the benefit of the related Noteholders, the Issuer and with respectto the Remarketing Fee Account, the Remarketing Agents. If, at any time, anyTrust Account ceases to be an Eligible Deposit Account, the Indenture Trustee(or the Administrator on its behalf) agrees, by its acceptance hereto, that itshall within 10 Business Days (or such longer period, not to exceed 30 calendardays, as to which each Rating Agency may consent) establish a new Trust Accountas an Eligible Deposit Account and shall transfer any cash and/or anyinvestments to such new Trust Account. In connection with the foregoing, theAdministrator agrees that, in the event that any of the Trust Accounts are notaccounts with the Indenture Trustee, the Administrator shall notify theIndenture Trustee in writing promptly upon any of such Trust Accounts ceasing tobe an Eligible Deposit Account.

(d) With respect to the Trust Account Property, the IndentureTrustee agrees, by its acceptance hereof, that:

(i) any Trust Account Property that is held in depositaccounts shall be held solely in Eligible Deposit Accounts, subject tothe last sentence of Section 2.3(c) and,

7

subject to Section 2.3(b), each such Eligible Deposit Account shall besubject to the exclusive custody and control of the Indenture Trustee,and the Indenture Trustee shall have sole signature authority withrespect thereto;

(ii) any Trust Account Property that constitutes PhysicalProperty shall be Delivered to the Indenture Trustee in accordance withparagraph (a) of the definition of "Delivery" and shall be held,pending maturity or disposition, solely by the Indenture Trustee or afinancial intermediary (as such term is defined in Section 8-313(4) of



the UCC) acting solely for the Indenture Trustee;

(iii) any Trust Account Property that is a book-entrysecurity held through the Federal Reserve System pursuant to Federalbook-entry regulations shall be Delivered in accordance with paragraph(b) of the definition of "Delivery" and shall be maintained by theIndenture Trustee, pending maturity or disposition, through continuousbook-entry registration of such Trust Account Property as described insuch paragraph; and

(iv) any Trust Account Property that is an "uncertificatedsecurity" under Article 8 of the UCC and that is not governed by clause(iii) above shall be Delivered to the Indenture Trustee in accordancewith paragraph (c) of the definition of "Delivery" and shall bemaintained by the Indenture Trustee, pending maturity or disposition,through continued registration of the Indenture Trustee's (or itsnominee's) ownership of such security.

Notwithstanding anything to the contrary set forth in this Section 2.3(d), theIndenture Trustee shall have no liability or obligation in respect of any failedDelivery, as contemplated herein, other than with respect to a Delivery whichfails as a result of any action or inaction on behalf of the Indenture Trustee.

(e) The Administrator shall have the power, revocable, for causeor upon the occurrence and during the continuance of an Administrator Default,by the Indenture Trustee or by the Eligible Lender Trustee with the consent ofthe Indenture Trustee, to instruct the Indenture Trustee to make withdrawals andpayments from the Trust Accounts for the purpose of permitting the Servicer, theAdministrator or the Eligible Lender Trustee to carry out its respective dutieshereunder or permitting the Indenture Trustee to carry out its duties under theIndenture.

(f) On the Closing Date, the Administrator, for the benefit of theNoteholders and the Trust, shall establish and maintain in the name of theIndenture Trustee an Eligible Deposit Account (the "Collection Account"),bearing a designation clearly indicating that the funds deposited therein areheld for the benefit of the Trust. The Collection Account will initially beestablished as a segregated trust account in the name of the Indenture Trusteewith the corporate trust department of The Bank of New York. On the ClosingDate, the Administrator shall cause the Trust to deposit the Collection AccountInitial Deposit, if any, into the Collection Account.

(g) On the Closing Date, the Administrator, for the benefit of theNoteholders and the Trust, shall establish and maintain in the name of theIndenture Trustee an Eligible Deposit Account (the "Reserve Account"), bearing adesignation clearly indicating that the funds

8

deposited therein are held for the benefit of the Trust. The Reserve Accountwill initially be established as a segregated trust account in the name of theIndenture Trustee with the corporate trust department of The Bank of New York.On the Closing Date, the Administrator shall cause the Trust to deposit theReserve Account Initial Deposit into the Reserve Account.

(h) On the Closing Date, the Administrator, for the benefit of theNoteholders and the Trust, shall establish and maintain in the name of theIndenture Trustee an Eligible Deposit Account (the "Capitalized InterestAccount"), bearing a designation clearly indicating that the funds depositedtherein are held for the benefit of the Trust. The Capitalized Interest Accountwill initially be established as a segregated trust account in the name of theIndenture Trustee with the corporate trust department of The Bank of New York.On the Closing Date, the Administrator shall cause the Trust to deposit theCapitalized Interest Account Initial Deposit into the Capitalized InterestAccount.

(i) On the Closing Date, the Administrator, for the benefit of theTrust, the Remarketing Agents and the Reset Rate Noteholders, shall establishand maintain in the name of the Indenture Trustee an Eligible Deposit Account(the "Remarketing Fee Account"), bearing a designation clearly indicating thatthe funds deposited therein are held for the benefit of the Trust, theRemarketing Agents and the Reset Rate Noteholders. The Remarketing Fee Accountwill initially be established as a segregated trust account in the name of theIndenture Trustee with the corporate trust department of The Bank of New York.

(j) On the Closing Date with respect to the Reset Rate Notes and



on any Reset Date thereafter on which the Reset Rate Notes are reset to bearinterest at a fixed rate, the Administrator, for the benefit of the Noteholdersand the Trust, shall establish and maintain in the name of the IndentureTrustee, an Eligible Deposit Account (the "Accumulation Account") for the ResetRate Notes, bearing a designation clearly indicating that the funds depositedtherein are held for the benefit of the Trust and the Reset Rate Noteholders.The Accumulation Account will initially be established as a segregated trustaccount in the name of the Indenture Trustee with the corporate trust departmentof The Bank of New York.

(k) On the Closing Date with respect to the Reset Rate Notesduring their initial Reset Period and whenever the Accumulation Account isestablished pursuant to Section 2.3(j) above, the Administrator, for the benefitof the Reset Rate Noteholders and the Trust, shall establish and maintain in thename of the Indenture Trustee a corresponding Eligible Deposit Account (the"Supplemental Interest Account") relating to such Accumulation Account, bearinga designation clearly indicating that the funds deposited therein are held forthe benefit of the Trust. The Supplemental Interest Account will initially beestablished as a segregated trust account in the name of the Indenture Trusteewith the corporate trust department of The Bank of New York.

(l) On the Closing Date, the Administrator, for the benefit of theNoteholders and the Trust, shall establish and maintain in the name of theIndenture Trustee an Eligible Deposit Account (the "Investment Premium PurchaseAccount"), bearing a designation clearly indicating that the funds depositedtherein are held for the benefit of the Trust. The Investment Premium PurchaseAccount will initially be established as a segregated trust account in the nameof the Indenture Trustee with the corporate trust department of The Bank of NewYork.

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(m) On the Closing Date, the Administrator, for the benefit of theNoteholders and the Trust, shall establish and maintain in the name of theIndenture Trustee an Eligible Deposit Account (the "Investment ReserveAccount"), bearing a designation clearly indicating that the funds depositedtherein are held for the benefit of the Trust. The Investment Reserve Accountwill initially be established as a segregated trust account in the name of theIndenture Trustee with the corporate trust department of The Bank of New York.

(n) On any Reset Date on which the Reset Rate Notes are reset intoa currency other than U.S. Dollars or Euros, the Administrator, for the benefitof the Reset Rate Noteholders and the Trust, shall establish and maintain in thename of the Indenture Trustee, an Eligible Deposit Account (the "Other CurrencyAccount") for the Reset Rate Notes, bearing a designation clearly indicatingthat the funds deposited therein are held for the benefit of the Trust and theReset Rate Noteholders. Each Other Currency Account will initially beestablished as a segregated trust account in the name of the Indenture Trusteewith the corporate trust department of the applicable paying agent.

(o) On the Closing Date with respect to the Class A-5 Notes and,during any Reset Period when the Reset Rate Notes are denominated in Euros(including the initial Reset Period), the Administrator, for the benefit of theTrust, the Class A-5 Noteholders and, during any Reset Period when the ResetRate Notes are denominated in Euros, the Reset Rate Noteholders, shall establishand maintain in the name of the Indenture Trustee, an Eligible Deposit Account(the "Euro Account") for the Class A-5 Notes and, during any Reset Period whenthe Reset Rate Notes are denominated in Euros, the Reset Rate Notes, bearing adesignation clearly indicating that the funds deposited therein are held for thebenefit of the Trust, the Class A-5 Noteholders and, during any Reset Periodwhen the Reset Rate Notes are denominated in Euros, the Reset Rate Noteholders.The Euro Account will initially be established as a segregated trust account inthe name of the Indenture Trustee with the corporate trust department of theLondon Paying Agent.

Section 2.4 Collections; Collection Account.

(a) The Servicer shall remit within two Business Days of receiptthereof to the Collection Account all payments by or on behalf of the Obligorswith respect to the Trust Student Loans (other than Purchased Student Loans),and all Liquidation Proceeds, both as collected during the Collection Period,and the Eligible Lender Trustee shall remit within two Business Days of receiptthereof to the Collection Account any Interest Subsidy Payments and SpecialAllowance Payments received by it with respect to the Trust Student Loans duringthe Collection Period. Notwithstanding the foregoing, for so long as (a) thesenior unsecured obligations of the Administrator (or any affiliate of the



Administrator which guarantees the obligations of the Administrator hereunder)is then assigned a long-term rating of not less than "AA-" (or an equivalentrating) or a short-term rating of not less than "A-1" (or an equivalent rating)by each of the Rating Agencies or the remitting by the Servicer and the EligibleLender Trustee of the amounts referred to in this Section 2.4 to theAdministrator will not result in a downgrading or withdrawal of any of thethen-current ratings of any of the Notes by any of the Rating Agencies, and (b)no Administrator Default shall have occurred and be continuing, the Servicer andthe Eligible Lender Trustee shall remit such collections within two BusinessDays of receipt thereof to the Administrator, and the Administrator need notdeposit such collections

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into the Collection Account until one Business Day immediately prior to the nextfollowing Monthly Servicing Payment Date (in an amount up to the Servicing Feethen due) or Distribution Date together with interest on such amounts (lessServicing Fees paid during such period) calculated on a daily basis from thefirst day of the month following receipt thereof by the Administrator throughthe last day of the related Collection Period at a rate equal to no less thanthe Federal Funds Rate less 0.20%. In the event that the Administrator (and eachsuch Affiliate which guarantees the obligations of the Administrator) is ratedbelow "AA-" and "A-1+" by S&P, the Administrator shall deposit all suchcollections into the Collection Account at least as frequently as the nextfollowing Monthly Servicing Payment Date, unless less frequent deposits will notresult in a downgrading or withdrawal of S&P's then-current ratings on theNotes. In the event that any of the foregoing conditions for ceasing dailyremittances shall no longer be satisfied, then the Administrator shall depositall collections held by it into the Collection Account within two Business Daysof receipt thereof.

(b) Notwithstanding the foregoing, if required by any related SwapAgreement and with respect to all Swap Payments due and payable by the Trust toeach Swap Counterparty, the Administrator will deposit such amounts, but only tothe extent funds are allocated for such purpose pursuant to Section 2.8, notlater than the fourth Business Day prior to each related Distribution Date.

Section 2.5 Application of Collections.

(a) With respect to each Trust Student Loan, all collections(including all Guarantee Payments) with respect thereto for each CollectionPeriod shall be applied to fees, interest and principal on such Trust StudentLoan by the Servicer in accordance with its customary practice.

(b) All Liquidation Proceeds shall be applied to the related TrustStudent Loan.

Section 2.6 Additional Deposits.

(a) The Servicer shall deposit or cause to be deposited in theCollection Account the aggregate purchase price with respect to PurchasedStudent Loans as determined pursuant to Section 3.5 of the Servicing Agreementand all other amounts to be paid by the Servicer under Section 3.5 of theServicing Agreement on or before the third Business Day before the relatedDistribution Date, and the Depositor shall deposit or cause to be deposited inthe Collection Account the aggregate Purchase Amount with respect to PurchasedStudent Loans and all other amounts to be paid by the Depositor under Article VIof the Sale Agreement when such amounts are due.

(b) Notwithstanding anything to the contrary set forth in Section2.6(a) above, if daily deposits to the Collection Account are not requiredpursuant to Section 2.4 above, the Depositor and the Servicer shall pay theamounts referred to in Section 2.6(a) above that would otherwise be depositedinto the Collection Account to the Administrator. The Administrator shall not berequired to deposit such amounts into the Collection Account until the BusinessDay preceding each Distribution Date, subject to the provisions of Section2.4(b); provided, however, that, on or before the Business Day preceding eachMonthly Servicing Payment Date that is not a Distribution Date, theAdministrator shall deposit into the Collection Account that portion of

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such amounts received by it that is equal to the Primary Servicing Fee payableon such date and provided, further that the Administrator shall also depositinto the Collection Account on such date, interest on such amounts (less



Servicing Fees paid during such period) calculated on a daily basis from thefirst day of the month following receipt thereof by the Administrator throughthe last day of the related Collection Period at a rate equal to no less thanthe Federal Funds Rate less 0.20%.

(c) With respect to the Swap Agreements, and if the Trustsubsequently becomes a party to any additional Swap Agreements, theAdministrator shall cause all Swap Receipts and all other amounts payable to theTrust from each Swap Counterparty to be deposited into the Collection Account(with respect to all Swap Receipts received in U.S. Dollars), the Euro Account(with respect to all Swap Receipts received in Euros) or the applicable OtherCurrency Account (with respect to all Swap Receipts received in any currencyother than U.S. Dollars or Euros).

Section 2.7 Distributions.

(a) On or before the fifth Business Day immediately preceding eachDistribution Date, the Administrator shall calculate all amounts required to bedeposited into the Collection Account from the Trust Accounts, as applicable,including the amount of all Investment Earnings to be transferred from the TrustAccounts to the Collection Account, and the amount to be distributed from theCollection Account as Available Funds on the related Distribution Date. On thefifth Business Day preceding each Monthly Servicing Payment Date that is not aDistribution Date, as applicable, the Administrator shall calculate all amountsrequired to be deposited into the Collection Account from the Reserve Accountand the amounts to be distributed therefrom on the related Monthly ServicingPayment Date. In addition, the Administrator shall:

(i) calculate all amounts required to be deposited intothe Collection Account from the Reserve Account and the CapitalizedInterest Account on or before the fifth Business Day preceding eachDistribution Date;

(ii) calculate all amounts required to be deposited intothe Collection Account from the Remarketing Fee Account, SupplementalInterest Account, Investment Premium Purchase Account and InvestmentReserve Account on or before the Business Day immediately precedingeach Distribution Date;

(iii) calculate, in each case, if and to the extentapplicable, the Class A Noteholders' Distribution Amount, the Class BNoteholders' Distribution Amount, the Quarterly Required Amount, theQuarterly Funding Amount, the Reset Period Target Amount, theSupplemental Interest Account Deposit Amount, the Specified ReserveAccount Balance, any Investment Premium Purchase Account DepositAmount, any Investment Premium Purchase Account Release Amount, anyInvestment Reserve Account Required Amount and any amounts to bedeposited on such Distribution Date into the Accumulation Account fromthe Collection Account on the related Distribution Date on or beforethe Business Day immediately preceding such Distribution Date;

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(iv) if a Distribution Date is also a Reset Date,calculate any amounts to be withdrawn from the Remarketing Fee Accountand paid to the applicable Remarketing Agents on or before the BusinessDay immediately preceding such Distribution Date; and

(v) if such Distribution Date is also a Reset Date and ifthe Reset Rate Notes bore interest at a fixed rate during the previousReset Period (including on the Initial Reset Date), on or before theBusiness Day immediately preceding such Distribution Date, theAdministrator shall calculate all amounts to be withdrawn from theAccumulation Account (1) to be paid to the Reset Rate Noteholders onsuch Distribution Date if the Reset Rate Notes are then denominated inU.S. Dollars, or (2) if the Reset Rate Notes are then in ForeignExchange Mode, to be delivered to the related Class A-6 Currency SwapCounterparty or Counterparties in exchange for the equivalent amount ofthe applicable non-U.S. Dollar currency for payment to the Reset RateNoteholders on such Distribution Date.

(b) The Administrator shall instruct the Indenture Trustee inwriting no later than the second Business Day preceding each Monthly ServicingPayment Date that is not a Distribution Date (based on the information containedin the Administrator's Certificate and the related Servicer's Report deliveredpursuant to Section 3.1(a) and (b) below) to distribute to the Servicer, by 1:00



p.m. (New York time) on such Monthly Servicing Payment Date, from and to theextent of the Available Funds on deposit in the Collection Account, the PrimaryServicing Fee due with respect to the preceding calendar month, and theIndenture Trustee shall comply with such instructions.

(c) Subject to the provisions of Section 2.4(b), the Administratorshall instruct the Indenture Trustee in writing no later than one Business Daypreceding each Distribution Date (based on the information contained in theAdministrator's Certificate and the related Servicer's Report delivered pursuantto Sections 3.1(a) and 3.1(c) below) to make the deposits and distributions setforth in Section 2.8, including allocations of principal to the AccumulationAccount for the Reset Rate Notes then bearing interest at a fixed rate togetherwith such other amounts then payable pursuant to Section 2.8, to the Persons orto the account specified below by 1:00 p.m. (New York time) on such DistributionDate (provided, that funds are not required to be distributed pursuant toSection 5.4(b) of the Indenture). These deposits and distributions will be madeto the extent of the amount of Available Funds for that Distribution Date in theCollection Account plus amounts transferred from the Reserve Account pursuant toSection 2.9, and through the Distribution Date in April 2005, amountstransferred from the Capitalized Interest Account pursuant to Section 2.10(a)with respect to clauses 2.8(d)(1), (d)(2) and (e) below, and, as applicable,amounts on deposit in, or transferred from, the Remarketing Fee Account, theSupplemental Interest Account, the Accumulation Account, any Investment PremiumPurchase Account and any Investment Reserve Account. The amount of AvailableFunds in the Collection Account for each Distribution Date will be distributedor allocated pursuant to the priority of distributions set forth under Section2.8. The Indenture Trustee shall comply with such instructions received by theAdministrator.

Notwithstanding the foregoing, if required by any related SwapAgreement, the Administrator shall calculate all amounts due and owing to anySwap Counterparty or to the Trust under a Swap Agreement at least one (1)Business Day prior to the date such payment is

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due under the terms of the related Swap Agreement and direct the IndentureTrustee to make all Swap Payments to each applicable Swap Counterparty, in theamount allocated for such purpose pursuant to Section 2.8, on or before the dateor dates specified for those payments in the applicable Swap Agreement.

Section 2.8 Priority of Distributions. On each Distribution Date, theIndenture Trustee shall first reimburse itself for all amounts due under Section6.7 of the Indenture and then shall make the following deposits anddistributions in the amounts and in the order of priority set forth below:

(a) to the Servicer, the Primary Servicing Fee due on thatDistribution Date;

(b) to the Administrator, the Administration Fee due on thatDistribution Date and all prior unpaid Administration Fees;

(c) to the Remarketing Fee Account, the Quarterly Funding Amountfor that Distribution Date;

(d) pro rata, based on amounts due and owing:

(1) to the Class A Noteholders (other than theClass A-5 Noteholders and the Reset Rate Noteholders if a SwapAgreement with respect to interest payments to be made to theReset Rate Noteholders is then in effect), the Class ANoteholders' Interest Distribution Amount, pro rata, based onthe amounts payable as Class A Noteholders' InterestDistribution Amount;

(2) if any Swap Agreement is then in effect forthe Class A-5 Notes or for the Reset Rate Notes with respectto interest payments to be made to the Reset Rate Noteholders,to the related Swap Counterparty, the amount of the relatedSwap Interest Payment (together with any unpaid Swap InterestPayments from any prior Distribution Date, with interest duethereon) due to each Swap Counterparty under the related SwapAgreement; and

(3) to each Swap Counterparty (other than theInterest Rate Cap Swap Counterparty), the amount of any Swap



Termination Payment due to that Swap Counterparty under therelated Swap Agreement due solely to a Termination Event orEvent of Default (as defined in the related Swap Agreement, asapplicable) resulting from a payment default under the relatedSwap Agreement by the Trust or the bankruptcy of the Trust;

(e) to the Class B Noteholders, the Class B Noteholders' InterestDistribution Amount, pro rata, based on the amounts payable as Class BNoteholders' Interest Distribution Amount;

(f) sequentially, to the Class A-1 Noteholders, the Class A-2Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5Noteholders and the Class A-6 Noteholders, in that order, until each such classis paid in full, the Class A Noteholders' Principal Distribution Amount;provided, however, (i) with respect to the Class A-5 Notes, such payments

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will be made to the Class A-5 Swap Counterparty until the U.S. Dollar EquivalentPrincipal Amount of the Class A-5 Notes has been distributed to the Class A-5Swap Counterparty, (ii) with respect to the Reset Rate Notes, if the Reset RateNotes are then denominated in U.S. Dollars and bear interest at a fixed rate,such payments will be allocated to the Accumulation Account, until amounts (lessany Investment Earnings) on deposit therein are sufficient to reduce theOutstanding Amount of the Reset Rate Notes to zero, and (iii) with respect tothe Reset Rate Notes, if in Foreign Exchange Mode, such payments either will bemade to the related Swap Counterparty or Counterparties (if the Reset Rate Notesthen bear interest at a floating rate) or will be allocated to the AccumulationAccount (if the Reset Rate Notes then bear interest at a fixed rate) until theU.S. Dollar Equivalent Principal Amount of the Reset Rate Notes has beendistributed to the related Swap Counterparty or Counterparties or allocated tothe Accumulation Account; and for purposes of this subclause (f) the OutstandingAmount of the Reset Rate Notes will be deemed to have been reduced by anyamounts (less any Investment Earnings) on deposit in the Accumulation Account);

(g) to the Supplemental Interest Account, the SupplementalInterest Account Deposit Amount, if any, for such Distribution Date;

(h) to the Investment Reserve Account, the amount, if any,required to fund such account to the applicable Investment Reserve AccountRequired Amount;

(i) on each Distribution Date on and after the Stepdown Date, andprovided no Trigger Event is in effect on such Distribution Date, the Class BNoteholders, until paid in full, the Class B Noteholders' Principal DistributionAmount;

(j) to the Reserve Account, the amount, if any, necessary toreinstate the balance of the Reserve Account to the Specified Reserve AccountBalance;

(k) to the Investment Premium Purchase Account, the applicableInvestment Premium Purchase Account Deposit Amount, if any, together with anycarryover shortfalls not deposited on previous Distribution Dates;

(l) to the Servicer, the aggregate unpaid amount of the CarryoverServicing Fee, if any;

(m) if applicable, to any Swap Counterparty or Counterparties, prorata, the amount of any Swap Termination Payments due to the Swap Counterpartyor Counterparties, as the case may be, not payable in clause (d)(3) above;

(n) if applicable, to the Remarketing Agents, any Remarketing Feesdue and owing by the Trust to the extent not paid from amounts on deposit in theRemarketing Fee Account;

(o) if applicable, sequentially, first to the Remarketing Agentsfor certain expenses incurred in connection with the remarketing of the ResetRate Notes on such Distribution Date, and second to the Administrator foradvances made on behalf of the Trust for the payment of remarketing expenses onthat or prior Distribution Dates; and

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(p) to the Excess Distribution Certificateholder (initially the



Depositor or an Affiliate thereof), any remaining amounts after application ofthe preceding clauses.

Amounts that would be paid to each Swap Counterparty pursuant toclauses (d)(2), (f) or (m) above, (1) with respect to payments of interest onthe Reset Rate Notes if then bearing a fixed rate or with respect to payments ofprincipal on the Class A-5 Notes and the Reset Rate Notes then in ForeignExchange Mode, will be determined on or before the fourth Business Day precedingeach Distribution Date and will be paid by the Trust to the related SwapCounterparty on or about the third Business Day preceding each Distribution Datein accordance with the applicable Swap Agreement (or, with respect to aDistribution Date that coincides with a Reset Date resulting in a successfulremarketing of the Reset Rate Notes then in Foreign Exchange Mode, paymentsunder the related Swap Agreement will be made one Business Day prior to suchDistribution Date); and (2) with respect to payments of interest on the ClassA-5 Notes and the Reset Rate Notes if then bearing a floating rate of interest,will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (NewYork time) on the Business Day immediately preceding each Distribution Date.

In the event that a Swap Termination Payment is owed by the Trust toany Swap Counterparty and a Replacement Transaction (as defined in the relatedSwap Agreement) is procured by the Trust under which the replacement SwapCounterparty makes a payment to the Trust, the Trust will pay that amountdirectly to the original Swap Counterparty to the extent that a payment is owedby the Trust to that Swap Counterparty. If after making that payment, theoriginal Swap Counterparty is still owed a payment, then the remaining amountwill be paid as set forth in clause (m) above.

If the Class A-5 Swap Agreement or a Class A-6 Currency Swap Agreementterminates, amounts that would have otherwise been paid to the related SwapCounterparty under the Class A-5 Swap Agreement or related Class A-6 CurrencySwap Agreement, as applicable, will be used to make payments to the Class A-5Noteholders or the Reset Rate Noteholders, as applicable, in an amount in Eurosor any other applicable non-U.S. Dollar currency equal to the payment that wouldhave been made by the related Swap Counterparty to the Trust. If this occurs,the Trust will exchange U.S. Dollars for Euros or any other applicable non-U.S.Dollar currency in order to make distributions to the Class A-5 Noteholders orthe Reset Rate Noteholders, as applicable.

Notwithstanding the foregoing, in the event the Trust Student Loans arenot sold pursuant to Section 6.1(A) or Section 4.4 of the Indenture, the amountthat would otherwise be paid to the Excess Distribution Certificateholder shallbe applied on such Distribution Date to pay as an accelerated payment ofprincipal on the Notes, first to the Class A Noteholders in the same order andpriority as is set forth in clause 2.8(f) above until the Outstanding Amount ofthe Class A Notes are paid in full and reduced to zero, and then to the Class BNoteholders as set forth in clause 2.8(i) above; provided that the amount ofsuch distribution shall not exceed the Outstanding Amount of the Class A Notesor the Class B Notes, as applicable, after giving effect to all other paymentsin respect of principal of Class A Notes and Class B Notes to be made on suchDistribution Date.

Notwithstanding the foregoing, if:

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(i) on any Distribution Date following distributions orallocations under clauses 2.8(a) through (f) above to be made on thatDistribution Date, without giving effect to any payments from theCapitalized Interest Account to the Class B Noteholders, theOutstanding Amount of the Class A Notes (or if the Reset Rate Notes arethen in Foreign Exchange Mode, then the U.S. Dollar EquivalentPrincipal Amount), less amounts (other than Investment Earnings) ondeposit in the Accumulation Account, would be in excess of:

(1) the outstanding principal balance of theTrust Student Loans, plus

(2) any accrued but unpaid interest on the TrustStudent Loans as of the last day of the related CollectionPeriod, plus

(3) the balance of Reserve Account Balance onsuch Distribution Date following those distributions requiredto be made under clauses 2.8 (a) through (f) above, minus



(4) the Specified Reserve Account Balance andthe Supplemental Interest Account Deposit Amount for thatDistribution Date, or

(ii) an Event of Default affecting the Class A Notes hasoccurred and is continuing,

then, until the conditions described in clauses (i) and (ii) above no longerexist, the amounts on deposit in the Collection Account and the Reserve Accountwill be applied on that Distribution Date to the payment of the Class ANoteholders' Distribution Amount and the Supplemental Interest Account DepositAmount before any amounts are applied to the payment of the Class B Noteholders'Distribution Amount.

Section 2.9 Reserve Account. On the Closing Date, the Issuer shalldeposit the Reserve Account Initial Deposit into the Reserve Account.

(a) In the event that the Primary Servicing Fee for any MonthlyServicing Payment Date or Distribution Date exceeds the amount distributed tothe Servicer pursuant to Section 2.7(b) above and Section 2.8(a) above on suchMonthly Servicing Payment Date or Distribution Date, the Administrator shallinstruct the Indenture Trustee in writing to withdraw from the Reserve Accounton such Monthly Servicing Payment Date or Distribution Date an amount equal tosuch excess, to the extent of funds available therein, and to distribute suchamount to the Servicer; provided, however, that, except as provided in Section2.9(f) below, amounts on deposit in the Reserve Account will not be available tocover any unpaid Carryover Servicing Fees to the Servicer.

(b) In the event that the Available Funds are insufficient to makethe payments described under Sections 2.8(a) through 2.8(c), 2.8(d)(1),2.8(d)(2) and 2.8(e) above on any Distribution Date (after giving effect torequired distributions and/or allocations from the Capitalized InterestAccount), the Administrator shall instruct the Indenture Trustee in writing towithdraw from the Reserve Account on each Distribution Date an amount equal tosuch deficiency, to the extent of funds available therein after giving effect toclause (a) above, and to

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distribute and/or allocate such amounts in the same order and priority as is setforth in Sections 2.8(c), 2.8(d)(1), 2.8(d)(2) and 2.8(e) above.

(c) In the event that the Class A Noteholders' PrincipalDistribution Amount on the Note Final Maturity Date with respect to any Class ofClass A Notes exceeds the amount distributed to such Class A Noteholderspursuant to Section 2.8(f) above on such date, the Administrator shall instructthe Indenture Trustee in writing to withdraw from the Reserve Account on suchNote Final Maturity Date an amount equal to such excess, to the extent of fundsavailable therein after giving effect to clauses (a) and (b) above, and todistribute such amount to the Class A Noteholders entitled thereto, in the sameorder and priority as is set forth in Section 2.8(f) above.

(d) In the event that the Class B Noteholders' PrincipalDistribution Amount on the Class B Maturity Date exceeds the amount distributedto the Class B Noteholders pursuant to Section 2.8(i) on such date, theAdministrator shall instruct the Indenture Trustee in writing to withdraw fromthe Reserve Account on the Class B Maturity Date an amount equal to such excess,to the extent of funds available therein after giving effect to clauses (a)through (c) above, and to distribute such amount to the Class B Noteholdersentitled thereto.

(e) After giving effect to clauses (a) through (d) above, if theamount on deposit in the Reserve Account on any Distribution Date (after givingeffect to all deposits or withdrawals therefrom on such Distribution Date otherthan pursuant to this clause (e)) is greater than the Specified Reserve AccountBalance for such Distribution Date, the Administrator shall instruct theIndenture Trustee in writing to withdraw the amount on deposit in excess of theSpecified Reserve Account Balance and deposit such amount into the CollectionAccount.

(f) On the final Distribution Date upon termination of the Trustand following the payment in full of the Outstanding Amount of the Notes and ofall other amounts (other than Carryover Servicing Fees, Swap TerminationPayments, if applicable, and remarketing fees and expenses) owing or to bedistributed hereunder or under the Indenture to Noteholders, the Servicer, anySwap Counterparty, the Remarketing Agents or the Administrator, as applicable,



to the extent that Available Funds on such date are insufficient to make thefollowing payments, amounts remaining in the Reserve Account shall be used firstto pay any Carryover Servicing Fees, second to pay any Swap Termination Paymentsnot previously paid to the applicable Swap Counterparty, if any, third to payany remarketing fees not previously paid from the Remarketing Fee Account andfourth to pay any remarketing fees and expenses due to the Remarketing Agents orthe Administrator. Any amount remaining on deposit in the Reserve Account aftersuch payments have been made shall be distributed to the Excess DistributionCertificateholder. The Excess Distribution Certificateholder shall in no eventbe required to refund any amounts properly distributed pursuant to this Section2.9(f).

(g) Anything in this Section 2.9 to the contrary notwithstanding,if the market value of securities and cash in the Reserve Account is on anyDistribution Date sufficient to pay the remaining principal amount of andinterest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee,Swap Termination Payments and remarketing fees and expenses, such amount will beso applied on such Distribution Date and the Administrator shall instruct theEligible Lender Trustee and the Indenture Trustee to make such payments.

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Section 2.10 Investment Earnings; Other Trust Accounts. TheAdministrator will instruct the Indenture Trustee to (1) withdraw all InvestmentEarnings, if any on deposit in (x) each Trust Account, other than theAccumulation Account, on each Distribution Date and (y) the Accumulation Accounton each Distribution Date, but only to the extent funds are received by theTrust with respect thereto, (2) deposit such amounts into the Collection Accountand (3) include such amounts as Available Funds for that Distribution Date.

(a) Capitalized Interest Account. On the Closing Date, the Issuershall deposit the Capitalized Interest Account Initial Deposit into theCapitalized Interest Account.

(i) In the event that the Available Funds, less thePrincipal Distribution Amounts, are insufficient to make the paymentsdescribed under Sections 2.8(d)(1), 2.8(d)(2) and 2.8(e) on aDistribution Date (prior to any distributions and/or allocations fromamounts on deposit in the Reserve Account), the Administrator shallinstruct the Indenture Trustee in writing to withdraw from theCapitalized Interest Account an amount equal to such deficiencies, tothe extent of funds available therein, and to distribute and/orallocations such amount first, pro rata based on the amounts of suchshortfalls, to the Class A Noteholders until they have received theClass A Noteholders' Interest Distribution Amount for that DistributionDate and the related Swap Counterparty until it has received the SwapInterest Payments required to be made under Section 2.8(d)(2) above,and second, so long as the events described in clauses (i) and (ii) ofthe last paragraph of Section 2.8 have not occurred, to the Class BNoteholders until they have received the Class B Noteholders' InterestDistribution Amount for that Distribution Date.

(ii) After giving effect to Section 2.10(a)(i) above, onthe Distribution Date in April 2005, the Administrator shall instructthe Indenture Trustee in writing to withdraw all amounts remaining fromthe Capitalized Interest Account and include such funds with otherAvailable Funds on that Distribution Date.

(b) Remarketing Fee Account.

(i) On each Distribution Date that is one year or lessprior to a Reset Date, the Administrator shall instruct the IndentureTrustee in writing to withdraw from the Collection Account an amountequal to the Quarterly Funding Amount.

(ii) If amounts remaining on deposit in the RemarketingFee Account on any Distribution Date, after giving effect to alldistributions required to be made on that Distribution Date, exceedsthe sum of the Reset Period Target Amount for the Reset Rate Notes, theAdministrator shall instruct the Indenture Trustee in writing towithdraw such excess amount, deposit such excess amount into theCollection Account and include such excess amount as Available Fundsfor that Distribution Date.

(iii) The Administrator shall instruct the IndentureTrustee in writing no later than one Business Day preceding each



Distribution Date that is also a Reset Date for the Reset Rate Notes,to withdraw from the Remarketing Fee Account on such Distribution Datethe amount of the fees due to the Remarketing Agents pursuant toSection 2.8(c)

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above and pay such fees to the Remarketing Agents by 1:00 p.m. (NewYork time) on such Distribution Date, in the amounts and to theaccounts that the Administrator shall specify; provided that if theamount (excluding for such purpose any Investment Earnings) on depositin the Remarketing Fee Account is not sufficient to make payment infull, the Remarketing Agents shall be entitled to payment at thepriority position set forth in clause 2.8(n) above on the related andsubsequent Distribution Dates until such deficiency is paid in full.

(c) Accumulation Account.

(i) If, on any Distribution Date, principal would bepayable to the Reset Rate Notes then bearing interest at a fixed rate(including, without limitation, the Reset Rate Notes that bears a fixedrate of interest during its respective initial Reset Period until andincluding the related Initial Reset Date), principal allocated to theReset Rate Notes pursuant to Section 2.8(f) above will be depositedinto the Accumulation Account.

(ii) If the Reset Rate Notes are denominated in U.S.Dollars and bear interest at a fixed rate during the then-current ResetPeriod, the Administrator shall instruct the Indenture Trustee inwriting no later than one Business Day preceding each Distribution Datethat is also a Reset Date, to withdraw from the Accumulation Account onsuch Distribution Date (after any additional allocations of principalare made to that account on such Distribution Date) the amount (lessany Investment Earnings) on deposit in such Accumulation Account anddistribute (by 1:00 p.m. (New York time) on the related DistributionDate) such amounts to the Reset Rate Noteholders as of the immediatelycurrent Record Date, pro rata, as a payment of principal as set forthin clause 2.8(f) above. If the Reset Rate Notes are in Foreign ExchangeMode and bear interest at a fixed rate during the then-current ResetPeriod, the Administrator shall instruct the Indenture Trustee inwriting no later than one Business Day preceding each Distribution Datethat is also a Reset Date, to withdraw from the Accumulation Account onsuch Distribution Date (after any additional allocations of principalare made to that account on such Distribution Date) the amount (lessany Investment Earnings) on deposit in such Accumulation Account anddeliver such amounts to the related Class A-6 Currency SwapCounterparty or Counterparties in exchange for the amount of theapplicable non-U.S. Dollar currency, determined using the exchange rateset forth in the related Swap Agreement, for payment to the Reset RateNoteholders as of the immediately preceding Record Date, pro rata, as apayment of principal as set forth in clause 2.8(f) above. Amounts (lessany Investment Earnings) on deposit in the Accumulation Account may beused only to pay principal on the Reset Rate Notes (or to the relatedClass A-6 Currency Swap Counterparty or Counterparties) and for noother purpose.

(iii) In the event that on any Distribution Date the amount(less any Investment Earnings) on deposit for the Reset Rate Notes inthe Accumulation Account, including amounts deposited on thatDistribution Date, would equal the Outstanding Amount of the Reset RateNotes, then no additional amounts will be deposited into theAccumulation Account and all amounts therein, less any InvestmentEarnings, will be distributed on the next related Reset Date, pursuantto Section 2.10(c)(ii) above, and the Outstanding Amount of the ResetRate Notes will be reduced to zero.

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(d) Supplemental Interest Account.

(i) On each Distribution Date when amounts are on depositin the Accumulation Account, the Indenture Trustee, subject tosufficient Available Funds therefor, will deposit into the relatedSupplemental Interest Account, the related Supplemental InterestAccount Deposit Amount for such Distribution Date, pursuant to Section



2.8(g) above.

(ii) The Administrator will instruct the Indenture Trusteeto withdraw all amounts (including any Investment Earnings) on depositin the Supplemental Interest Account on each Distribution Date, depositsuch amounts into the Collection Account, and include such sums asAvailable Funds for that Distribution Date.

(e) Investment Premium Purchase Account.

(i) From time to time, the Administrator will instructthe Indenture Trustee in writing to withdraw amounts from theInvestment Premium Purchase Account, and utilize such amounts to payfor the purchase price in excess of par of any Eligible Investmentsrelated to the Accumulation Account.

(ii) On each Distribution Date, the Administrator willinstruct the Indenture Trustee in writing to (1) withdraw theInvestment Premium Purchase Account Release Amount (including anyInvestment Earnings in the Investment Premium Purchase Account), (2)deposit such funds into the Collection Account, and (3) include suchfunds as Available Funds for that Distribution Date.

(f) Investment Reserve Account.

(i) If the ratings of any Eligible Investment related tothe Accumulation Account have been downgraded by one or more RatingAgencies, on the next Distribution Date the Administrator will instructthe Indenture Trustee to deposit the applicable Investment ReserveAccount Required Amount into the Investment Reserve Account to theextent of Available Funds remaining after giving effect todistributions and/or allocations made pursuant to Section 2.8(a)through (g). On each Distribution Date, the Administrator will instructthe Indenture Trustee to withdraw from the Investment Reserve Accountany amounts required to offset realized losses on Eligible Investmentsrelated to the Accumulation Account, and deposit that amount into theAccumulation Account.

(ii) On each Distribution Date, the Administrator willinstruct the Indenture Trustee to (1) withdraw all amounts (includingany Investment Earnings) which were not deposited into the AccumulationAccount and have remained on deposit in the Investment Reserve Accountfrom the immediately preceding Distribution Date, (2) deposit suchfunds into the Collection Account, and (3) include such funds asAvailable Funds for that Distribution Date.

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(g) Euro Account.

(i) The Trust shall establish on the Closing Date andshall maintain a Euro Account for the Class A-5 Notes and the ResetRate Notes during any Reset Period when the Reset Rate Notes aredenominated in Euros (including the initial Reset Period).

(ii) Any payments in Euros received from the Class A-5Swap Counterparty and any Class A-6 Currency Swap Counterparty will bedeposited into the Euro Account for the benefit of the Class A-5Noteholders or the Reset Rate Noteholders during any Reset Period whenthe Reset Rate Notes are denominated in Euros.

(iii) No later than the Business Day preceding eachDistribution Date, the Administrator shall instruct the London PayingAgent in writing no later than the Business Day preceding eachDistribution Date to distribute all amounts on deposit in the EuroAccount to the Class A-5 Noteholders and, during any Reset Period whenthe Reset Rate Notes are denominated in Euros, the Reset RateNoteholders by 1:00 p.m. (New York time) on the related DistributionDate; provided, however, that with respect to any Distribution Datethat coincides with a Reset Date when the Reset Rate Notes are then inForeign Exchange Mode, the Administrator will instruct the LondonPaying Agent to distribute the amounts in the Euro Account to therelated Reset Rate Noteholders by 1:00 p.m. (New York time) on thesecond Business Day following such Distribution Date. If the relatedSwap Agreement is not in effect, the Administrator shall cause U.S.Dollars to be converted into Euros in amounts sufficient to make the



distributions specified in this Agreement and the Indenture.

(h) Other Currency Account.

(i) On each Reset Date with respect to the Reset RateNotes while in Foreign Exchange Mode that are then denominated in acurrency other than U.S. Dollars or Euros, the Trust shall establish anOther Currency Account for the Reset Rate Notes.

(ii) Any payments in the related currency received fromany Class A-6 Currency Swap Counterparty will be deposited into therelated Other Currency Account for the benefit of the Reset RateNoteholders.

(iii) The Administrator shall instruct the London PayingAgent in writing no later than the Business Day preceding eachDistribution Date to distribute all amounts on deposit in theapplicable Other Currency Account to the related holders of the ResetRate Notes by 1:00 p.m. (New York time) on the related DistributionDate; provided, however, that with respect to any Distribution Datethat coincides with a Reset Date when the Reset Rate Notes are then inForeign Exchange Mode, the Administrator will instruct the LondonPaying Agent to distribute the amounts in the applicable Other CurrencyAccount to the related Noteholders by 1:00 p.m. (New York time) on thesecond Business Day following such Distribution Date. If the relatedSwap Agreement is not in effect, the Administrator shall cause U.S.Dollars to be converted into such other applicable non-U.S. Dollarcurrency in amounts sufficient to make the distributions specified inthis Agreement and the Indenture.

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(i) Collection Account. On the Closing Date, the Issuer shalldeposit $[_____] into the Collection Account. This amount will be included withother Available Funds on the first Distribution Date.

Section 2.11 Statements to Excess Distribution Certificateholders andNoteholders. On each Determination Date preceding a Distribution Date, theAdministrator shall provide to the Indenture Trustee and the Eligible LenderTrustee (with a copy to the Rating Agencies) for the Indenture Trustee toforward on such succeeding Distribution Date to each Noteholder of record andfor the Eligible Lender Trustee to forward on such succeeding Distribution Dateto each Excess Distribution Certificateholder of record, a statement, settingforth at least the following information as to the Notes and the ExcessDistribution Certificate to the extent applicable:

(a) the amount of such distribution allocable to principal of eachclass of the Notes (including amounts deposited into the Accumulation Account);

(b) the amount of the distribution allocable to interest on eachclass of the Notes;

(c) the amount of the distribution allocable to the ExcessDistribution Certificate, if any;

(d) [Reserved];

(e) the Pool Balance as of the close of business on the last dayof the preceding Collection Period;

(f) the aggregate outstanding principal balance of the Notes, theNote Pool Factor, and as of such Distribution Date, after giving effect topayments allocated to principal reported under clauses (a) and (c) above;

(g) the Note Rate for the next period for each class of Notes(identifying separately any applicable Index);

(h) the amount of the Servicing Fee and any Carryover ServicingFee paid to the Servicer on such Distribution Date and on the two precedingMonthly Servicing Payment Dates, and the amount, if any, of the CarryoverServicing Fee remaining unpaid after giving effect to any such payments;

(i) the amount of the Administration Fee paid to the Administratoron such Distribution Date;

(j) with respect to the Class A-5 Notes: (1) the amount on deposit



in the Euro Account with respect to the Class A-5 Notes; (2) the interest rateand amount due to the Class A-5 Swap Counterparty; and (3) any other relevantinformation as determined by the Administrator; and with respect to the ResetRate Notes: (i) the next Reset Date and Reset Period; (ii) if in ForeignExchange Mode, the next Distribution Date on which interest will be paid to theReset Rate Noteholders, if other than quarterly; (iii) the amount on deposit inthe Accumulation Account, the Supplemental Interest Account, the InvestmentPremium Purchase Account, the Investment Reserve Account and the Euro Accountwith respect to the Reset Rate

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Notes or the Other Currency Account, as applicable; (iv) the interest rate andamount due to each Swap Counterparty, if applicable; (v) the amount of fees, ifany, paid to the Remarketing Agents on such Distribution Date; and (vi) anyother relevant information as determined by the Administrator;

(k) the amount of the aggregate Realized Losses, if any, for therelated Collection Period and the balance of Trust Student Loans that aredelinquent in each delinquency period as of the end of such Collection Period;

(l) the amount of any Note Interest Shortfall, if any, in eachcase as applicable to each class of Notes, and the change in such amounts fromthe preceding statement;

(m) the aggregate Purchase Amounts for Trust Student Loans, ifany, that were repurchased by the Depositor or purchased by the Servicer, SLMAor SLM ELC from the Issuer in such Collection Period;

(n) the respective balance of the Reserve Account and theCapitalized Interest Account, if any, on such Distribution Date, after givingeffect to changes therein on such Distribution Date;

(o) the amount received from and paid to each Swap Counterpartyfor such Distribution Date and the amount of any Termination Payment made orreceived by the Trust during the applicable Collection Period.

(p) the balance of Trust Student Loans that are delinquent in eachdelinquency period as of the end of that Collection Period; and

(q) the amount on deposit, if any, in the Investment ReserveAccount and the Investment Premium Purchase Account and the aggregate amount ofany realized losses on Eligible Investments.

Each amount set forth pursuant to clauses (a), (b), (c), (f), (h), (i),(j)(iii), (j)(iv), (k) and (l) above shall be expressed as a dollar amount per$1,000 of original principal balance of a Note denominated in U.S. Dollars, orif the Notes are then denominated in a currency other than U.S. Dollars,expressed as an amount in the applicable currency per the applicable currencyequivalent (approximately) of $1,000 of the original principal balance of thatNote. A copy of the statements referred to above may be obtained by any ExcessDistribution Certificateholder or Note Owner by a written request to theEligible Lender Trustee or the Indenture Trustee, respectively, addressed to therespective Corporate Trust Office.

Section 2.12 Non-Ministerial Matters. With respect to matters that inthe reasonable judgment of the Administrator are non-ministerial, theAdministrator shall not take any action unless within a reasonable time beforethe taking of such action, the Administrator shall have notified the EligibleLender Trustee of the proposed action and the Eligible Lender Trustee shall nothave withheld consent or provided an alternative direction. For the purpose ofthe preceding sentence, "non-ministerial matters" shall include:

(a) the amendment of or any supplement to the Indenture;

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(b) the initiation of any claim or lawsuit by the Issuer and thecompromise of any action, claim or lawsuit brought by or against the Issuer(other than in connection with the collection of the Trust Student Loans);

(c) the amendment, change or modification of the Basic Documents;

(d) the appointment of successor Note Registrars, successor PayingAgents and successor Indenture Trustees pursuant to the Indenture or the



appointment of Successor Administrators or Successor Servicers, or the consentto the assignment by the Note Registrar, Paying Agent or Indenture Trustee ofits obligations under the Indenture; and

(e) the removal of the Indenture Trustee.

Section 2.13 Exceptions. Notwithstanding anything to the contrary inthis Agreement, except as expressly provided herein or in the other BasicDocuments, the Administrator shall not be obligated to, and shall not, (a) makeany payments to the Noteholders under the Basic Documents, (b) sell theIndenture Trust Estate pursuant to Section 5.04 of the Indenture, (c) take anyother action that the Issuer directs the Administrator not to take on itsbehalf, (d) in connection with its duties hereunder assume any indemnificationobligation of any other Person or (e) service the Trust Student Loans.

Section 2.14 Compensation. As compensation for the performance of theAdministrator's obligations under this Agreement and as reimbursement for itsexpenses related thereto, the Administrator shall be entitled to $25,000 foreach Collection Period payable on the related Distribution Date (the"Administration Fees") payable in arrears which shall be solely an obligation ofthe Issuer.

Section 2.15 Servicer and Administrator Expenses. Each of the Servicerand the Administrator shall be severally required to pay all expenses incurredby it in connection with its activities hereunder, including fees anddisbursements of independent accountants, taxes imposed on the Servicer or theAdministrator, as the case may be, and expenses incurred in connection withdistributions and reports to the Administrator or to the Certificateholders andthe Noteholders, as the case may be. To the extent that there are insufficientAvailable Funds therefor, the Administrator shall advance from its funds andalso pay, on behalf of the Trust, the costs and expenses (other than remarketingfees) associated with the remarketing of the Reset Rate Notes, set forth inSection 3 of the Remarketing Agreement, including, without limitation, the feesof the Rating Agencies in connection with any required satisfaction of theRating Agency Condition. On each Distribution Date, the Administrator shall beentitled to reimbursement from the Trust for such remarketing related expenses,from Available Funds, as set forth in Section 2.8(o) above.

ARTICLE III

Section 3.1 Administrator's Certificate; Servicer's Report.

(a) On or before the tenth day of each month (or, if any such dayis not a Business Day, on the next succeeding Business Day), the Servicer shalldeliver to the Administrator a Servicer's Report with respect to the precedingmonth containing all information necessary for

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the Administrator to receive in connection with the preparation of theAdministrator's Officers' Certificate and the Administrator's Certificatecovering such calendar month referred to in Section 3.1(b) below. On or beforethe tenth day (or, if any such day is not a Business Day, on the next succeedingBusiness Day), preceding each Distribution Date the Servicer shall deliver tothe Administrator a Servicer's Report with respect to the preceding CollectionPeriod containing all information necessary for the Administrator to receive inconnection with the preparation of the Administrator's Officers' Certificate andthe Administrator's Certificate covering such calendar month referred to inSection 3.1(c) below.

(b) On the second Business Day prior to each Monthly ServicingPayment Date that is not a Distribution Date, the Administrator shall deliver tothe Eligible Lender Trustee and the Indenture Trustee, an Officer's Certificateof the Administrator containing all information necessary to pay the Servicerthe Primary Servicing Fee due on such Monthly Servicing Payment Date pursuant toSection 2.7(b) above.

(c) On each Determination Date prior to a Distribution Date orearlier to the extent required for the Indenture Trustee to make distributionsto any Swap Counterparty, the Administrator shall deliver to the Eligible LenderTrustee and the Indenture Trustee, with a copy to the Rating Agencies, anAdministrator's Certificate containing all information necessary to make thedistributions pursuant to Sections 2.7 and 2.8 above, if applicable, for theCollection Period preceding the date of such Administrator's Certificate.

(d) Prior to each Determination Date, the Administrator shall



determine the Note Rates and that will be applicable to the Distribution Datefollowing such Determination Date, in compliance with its obligation to prepareand deliver an Administrator's Certificate on such Determination Date pursuantto this Section 3.1. In connection therewith, the Administrator shall calculateLIBOR applicable for the first Accrual Period, and for each subsequent AccrualPeriod shall calculate, as applicable, on each Interest Rate Determination Dateduring such Accrual Period, Three-Month LIBOR, Two-Month LIBOR, GBP-LIBOR, theCommercial Paper Rate, the CMT Rate, the Federal Funds Rate, the 91-day TreasuryBill Rate, the Prime Rate (in each case only if applicable to the Reset RateNotes during such Accrual Period) or any other rate or index relevant to thepayment of interest of any Note, in accordance with the definitions of each suchIndex. In addition, the Administrator hereby accepts the delegation to it of theobligations of the "Calculation Agent" under any Swap Agreement, as applicable,to which the Issuer is a party.

(e) The Administrator hereby accepts the delegation to it of theobligations of the "Calculation Agent" under the Interest Rate Cap Agreement towhich the Issuer is a party.

(f) The Administrator shall furnish to the Issuer from time totime such information regarding the Collateral as the Issuer shall reasonablyrequest.

Section 3.2 Annual Statement as to Compliance; Notice of Default;Financial Statements.

(a) Each of the Servicer and the Administrator shall deliver tothe Eligible Lender Trustee and the Indenture Trustee on or before 90 days afterthe end of the fiscal year of the

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Servicer and the Administrator, an Officer's Certificate of the Servicer or theAdministrator, as the case may be, dated as of December 31 of the precedingyear, stating that (i) a review of the activities of the Servicer or theAdministrator, as the case may be, during the preceding 12-month period (or, inthe case of the first such certificate, during the period from the Closing Dateto December 31, 2004) and of its performance under this Agreement has been madeunder such officers' supervision and (ii) to the best of such officers'knowledge, based on such review, the Servicer or the Administrator, as the casemay be, has fulfilled its obligations in all material respects under thisAgreement and, with respect to the Servicer, the Servicing Agreement throughoutsuch year or, if there has been a material default in the fulfillment of anysuch obligation, specifying each such material default known to such officersand the nature and status thereof. The Indenture Trustee shall send a copy ofeach such Officers' Certificate and each report referred to in Section 3.1 tothe Rating Agencies. A copy of each such Officers' Certificate and each reportreferred to in Section 3.1 may be obtained by any Excess DistributionCertificateholder, Noteholder or Note Owner by a request in writing to theEligible Lender Trustee addressed to its Corporate Trust Office, together withevidence satisfactory to the Eligible Lender Trustee that such Person is one ofthe foregoing parties. Upon the telephone request of the Eligible LenderTrustee, the Indenture Trustee will promptly furnish the Eligible Lender Trusteea list of Noteholders as of the date specified by the Eligible Lender Trustee.

(b) The Servicer shall deliver to the Eligible Lender Trustee, theIndenture Trustee and the Rating Agencies, promptly after having obtainedknowledge thereof, but in no event later than five Business Days thereafter,written notice in an Officers' Certificate of the Servicer of any event whichwith the giving of notice or lapse of time, or both, would become a ServicerDefault under Section 5.01 of the Servicing Agreement.

(c) The Administrator shall deliver to the Eligible LenderTrustee, the Indenture Trustee and the Rating Agencies, promptly after havingobtained knowledge thereof, but in no event later than five Business Daysthereafter, written notice in an Officers' Certificate of the Administrator ofany event which with the giving of notice or lapse of time, or both, wouldbecome an Administrator Default under Sections 5.1(a) or (b) below or wouldcause the Administrator to fail to meet the requirement of clause (a) of Section2.4 above.

(d) At any time that the Administrator is not an Affiliate of theDepositor, the Administrator shall provide to the Eligible Lender Trustee, theIndenture Trustee and the Rating Agencies (i) as soon as possible and in noevent more than 120 days after the end of each fiscal year of the Administrator,audited financials as at the end of and for such year and (ii) as soon as



possible, and in no event more than 30 days after the end of each quarterlyaccounting period of the Administrator unaudited financials as at the end of andfor such period.

Section 3.3 Annual Independent Certified Public Accountants' Report.Each of the Servicer and the Administrator shall cause a firm of independentcertified public accountants, which may also render other services to theServicer or the Administrator, as the case may be, to deliver to the EligibleLender Trustee, the Indenture Trustee and the Rating Agencies on or before March31 of each year, a report addressed to the Servicer or the Administrator, as thecase may be, the Eligible Lender Trustee and the Indenture Trustee, to theeffect that such firm has examined certain documents and records relating to theservicing of the Trust Student Loans, or the administration of the Trust StudentLoans and of the Trust, as the case may be, during the

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preceding calendar year (or, in the case of the first such report, during theperiod from the Closing Date to December 31, 2004) and that, on the basis of theaccounting and auditing procedures considered appropriate under thecircumstances, such firm is of the opinion that such servicing oradministration, respectively, was conducted in compliance with those terms ofthis Agreement and in the case of the Servicer, the Servicing Agreement,including any applicable statutory provisions incorporated therein and suchadditional terms and statutes as may be specified from time to time by theAdministrator, except for (a) such exceptions as such firm shall believe to beimmaterial and (b) such other exceptions as shall be set forth in such report.Such report will also indicate that the firm is independent of the Servicer orthe Administrator, as the case may be, within the meaning of the Code ofProfessional Ethics of the American Institute of Certified Public Accountants.

ARTICLE IV

Section 4.1 Representations of Administrator. Sallie Mae, Inc., asAdministrator, makes the following representations on which the Issuer is deemedto have relied in acquiring the Initial Trust Student Loans. The representationsspeak as of the execution and delivery of this Agreement and as of the ClosingDate and shall survive the sale of the Initial Trust Student Loans to theEligible Lender Trustee on behalf of the Issuer and the pledge thereof to theIndenture Trustee pursuant to the Indenture.

(a) Organization and Good Standing. The Administrator is dulyorganized and validly existing under the laws of the State of Delaware, with thepower and authority to own its properties and to conduct its business as suchproperties are currently owned and such business is presently conducted.

(b) Power and Authority. The Administrator has the corporate powerand authority to execute and deliver this Agreement and to carry out its terms,and the execution, delivery and performance of this Agreement have been dulyauthorized by the Administrator by all necessary corporate action.

(c) Binding Obligation. This Agreement has been duly authorized,executed and delivered by the Administrator and, assuming that it is dulyexecuted and delivered by parties hereto, constitutes a valid and bindingagreement of the Administrator, enforceable against the Administrator inaccordance with its terms; except that the enforceability hereof may be subjectto (a) bankruptcy, insolvency, reorganization, moratorium or other similar lawsnow or hereafter in effect relating to creditors' rights generally, and (b)general principles of equity (regardless of whether such enforceability isconsidered in a proceeding at law or in equity) and (c) with respect to rightsto indemnity hereunder, limitations of public policy under applicable securitieslaws.

(d) No Violation. The consummation of the transactionscontemplated by this Agreement and the fulfillment of the terms hereof orthereof do not conflict with, result in any breach of any of the terms andprovisions of, nor constitute (with or without notice or lapse of time or both)a default under, the articles of incorporation or by-laws of the Administrator,or any indenture, agreement or other instrument to which the Administrator is aparty or by which it shall be bound; nor result in the creation or imposition ofany Lien upon any of its properties

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pursuant to the terms of any such indenture, agreement or other instrument



(other than pursuant to the Basic Documents); nor violate any law or, to theknowledge of the Administrator, any order, rule or regulation applicable to theAdministrator of any court or of any Federal or state regulatory body,administrative agency or other governmental instrumentality having jurisdictionover the Administrator or its properties.

(e) No Proceedings.

(i) There are no legal or governmental proceedings orinvestigations pending against the Administrator or, to its bestknowledge, threatened or contemplated against the Administrator or towhich the Administrator or any of its subsidiaries is a party or ofwhich any property of the Administrator or any of its subsidiaries isthe subject, before any court, regulatory body, administrative agencyor other governmental instrumentality having jurisdiction over theAdministrator or its properties or by any other party: (i) assertingthe invalidity of this Agreement or any of the other Basic Documents,the Notes or the Excess Distribution Certificate, (ii) seeking toprevent the issuance of the Notes or the Excess DistributionCertificate or the consummation of any of the transactions contemplatedby this Agreement or any of the other Basic Documents, (iii) seekingany determination or ruling that could reasonably be expected to have amaterial and adverse effect on the performance by the Administrator ofits obligations under, or the validity or enforceability of, thisAgreement, any of the other Basic Documents, the Trust, the Notes orthe Excess Distribution Certificate or (iv) seeking to affect adverselythe Federal or state income tax attributes of the Issuer, the Notes orthe Excess Distribution Certificate.

(f) All Consents. All authorizations, consents, orders orapprovals of or registrations or declarations with any court, regulatory body,administrative agency or other government instrumentality required to beobtained, effected or given by the Administrator in connection with theexecution and delivery by the Administrator of this Agreement and theperformance by the Administrator of the transactions contemplated by thisAgreement have been duly obtained, effected or given and are in full force andeffect.

Section 4.2 Liability of Administrator; Indemnities.

(a) The Administrator shall be liable in accordance herewith onlyto the extent of the obligations specifically undertaken by the Administratorunder this Agreement.

(b) The Administrator shall indemnify, defend and hold harmlessthe Issuer, the Excess Distribution Certificateholder, the Noteholders and eachSwap Counterparty and any of the officers, directors, employees and agents ofthe Issuer from and against any and all costs, expenses, losses, claims, damagesand liabilities to the extent that such cost, expense, loss, claim, damage orliability arose out of, or was imposed upon any such Person through, the grossnegligence, willful misfeasance or bad faith of the Administrator in theperformance of its duties under this Agreement or by reason of recklessdisregard of its obligations and duties hereunder or thereunder.

(c) The Administrator shall indemnify the Indenture Trustee in itsindividual capacity and any of its officers, directors, employees and agentsagainst any and all loss, liability or

29

expense (including attorneys' fees) incurred by it in connection with theperformance of its duties under the Indenture and the other Basic Documents. TheIndenture Trustee shall notify the Issuer and the Administrator promptly of anyclaim for which it, may seek indemnity. Failure by the Indenture Trustee to sonotify the Issuer and the Administrator shall not relieve the Issuer or theAdministrator of its obligations hereunder and under the other Basic Documents.The Administrator shall defend the claim and the Administrator shall not beliable for the legal fees and expenses of the Indenture Trustee after it hasassumed such defense; provided, however, that, in the event that there may be aconflict between the positions of the Indenture Trustee and the Administrator inconducting the defense of such claim, the Indenture Trustee shall be entitled toseparate counsel the fees and expenses of which shall be paid by theAdministrator on behalf of the Issuer. Neither the Issuer nor the Administratorneed to reimburse any expense or indemnify against any loss, liability orexpense incurred by the Indenture Trustee through the Indenture Trustee's ownwillful misconduct, negligence or bad faith.



(d) The Administrator shall indemnify the Eligible Lender Trustee(including in its capacity as Interim Eligible Lender Trustee) in its individualcapacity and any of its officers, directors, employees and agents against anyand all loss, liability, claims, damages, costs, penalties, taxes (excludingtaxes payable by it on any compensation received by it for its services astrustee) or expense (including attorneys' fees) incurred by it in connectionwith the performance of its duties under the Interim Trust Agreement, the TrustAgreement and the other Basic Documents.

(e) Without limiting the generality of the foregoing, theAdministrator shall indemnify the Eligible Lender Trustee in its individualcapacity and any of its officers, directors, employees and agents against anyand all liability relating to or resulting from any of the following:

(i) any claim that the Trust Student Loans (or anyguarantee with respect thereto) are delinquent, uncollectable,uninsured, illegal, invalid or unenforceable;

(ii) any claim that the Trust Student Loans have not beenmade, administered, serviced or collected in accordance with applicablefederal and state laws or the requirements of any Guarantor;

(iii) any claim that any original note or other documentevidencing or relating to the Trust Student Loans has been lost,misplaced or destroyed; and

(iv) any claim for failure to comply with the provisionsof 34 CFR Sec. 682.203(b) (other than for the Eligible Lender Trustee'sfailure to qualify as an eligible lender under the Act).

(f) The Eligible Lender Trustee shall notify the Administratorpromptly of any claim for which it may seek indemnity. Failure by the EligibleLender Trustee to so notify the Administrator shall not relieve theAdministrator of its obligations hereunder and under the other Basic Documents.The Administrator shall defend the claim and the Administrator shall not beliable for the legal fees and expenses of the Eligible Lender Trustee after ithas assumed such defense; provided, however, that, in the event that there maybe a conflict between the positions

30

of the Eligible Lender Trustee and the Administrator in conducting the defenseof such claim, the Eligible Lender Trustee shall be entitled to separate counselthe fees and expenses of which shall be paid by the Administrator on behalf ofthe Issuer. Neither the Issuer nor the Administrator need reimburse any expenseor indemnify against any loss, liability or expense incurred by the EligibleLender Trustee through the Eligible Lender Trustee's own willful misconduct,negligence or bad faith.

(g) The Depositor shall pay reasonable compensation to theIndenture Trustee and the Eligible Lender Trustee and shall reimburse theIndenture Trustee and the Eligible Lender Trustee for all reasonable expenses,disbursements and advances.

(h) For purposes of this Section 4.2, in the event of thetermination of the rights and obligations of the Administrator (or any successorthereto pursuant to Section 4.3 below) as Administrator pursuant to Section 5.1below, or a resignation by such Administrator pursuant to this Agreement, suchAdministrator shall be deemed to be the Administrator pending appointment of asuccessor Administrator pursuant to Section 5.2 below.

(i) Indemnification under this Section 4.2 shall survive theresignation or removal of the Eligible Lender Trustee or the Indenture Trusteeor the termination of this Agreement and shall include reasonable fees andexpenses of counsel and expenses of litigation. If the Administrator shall havemade any indemnity payments pursuant to this Section and the Person to or onbehalf of whom such payments are made thereafter collects any of such amountsfrom others, such Person shall promptly repay such amounts to the Administrator,without interest.

Section 4.3 Merger or Consolidation of, or Assumption of theObligations of, Administrator. Any Person (a) into which the Administrator maybe merged or consolidated, (b) which may result from any merger or consolidationto which the Administrator shall be a party or (c) which may succeed to theproperties and assets of the Administrator substantially as a whole, shall be



the successor to the Administrator without the execution or filing of anydocument or any further act by any of the parties to this Agreement; provided,however, that the Administrator hereby covenants that it will not consummate anyof the foregoing transactions except upon satisfaction of the following: (i) thesurviving Administrator, if other than Sallie Mae, Inc., executes an agreementwhich states expressly that such Person assumes to perform every obligation ofthe Administrator under this Agreement, (ii) immediately after giving effect tosuch transaction, no representation or warranty made pursuant to Section 4.1shall have been breached and no Administrator Default, and no event that, afternotice or lapse of time, or both, would become an Administrator Default shallhave occurred and be continuing, (iii) the surviving Administrator, if otherthan Sallie Mae, Inc., shall have delivered to the Eligible Lender Trustee andthe Indenture Trustee an Officers' Certificate and an Opinion of Counsel eachstating that such consolidation, merger or succession and such agreement ofassumption comply with this Section 4.3 and that all conditions precedent, ifany, provided for in this Agreement relating to such transaction have beencomplied with, and that the Rating Agency Condition shall have been satisfiedwith respect to such transaction, (iv) unless Sallie Mae, Inc. is the survivingentity, such transaction will not result in a material adverse Federal or statetax consequence to the Issuer, the Noteholders or the Certificateholders and (v)unless Sallie Mae, Inc. is the surviving entity, the Administrator shall havedelivered to the Eligible Lender Trustee and the Indenture Trustee an Opinion ofCounsel either (A) stating that, in the opinion of such

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counsel, all financing statements and continuation statements and amendmentsthereto have been executed and filed that are necessary fully to preserve andprotect the interest of the Eligible Lender Trustee and Indenture Trustee,respectively, in the Trust Student Loans and reciting the details of suchfilings, or (B) stating that, in the opinion of such counsel, no such actionshall be necessary to preserve and protect such interests. Anything in thisSection 4.3 to the contrary notwithstanding, the Administrator may at any timeassign its rights, obligations and duties under this Agreement to an Affiliateprovided that the Rating Agencies confirm that such assignment will not resultin a downgrading or a withdrawal of the ratings then applicable to the Notes.

Section 4.4 Limitation on Liability of Seller, Administrator andOthers.

(a) Neither the Administrator nor any of its directors, officers,employees or agents shall be under any liability to the Issuer, the Noteholdersor the Certificateholders, or to the Indenture Trustee or the Eligible LenderTrustee except as provided under this Agreement for any action taken or forrefraining from the taking of any action pursuant to this Agreement or forerrors in judgment; provided, however, that these provisions shall not protectthe Administrator or any such person against any liability that would otherwisebe imposed by reason of willful misfeasance, bad faith or negligence in theperformance of duties or by reason of reckless disregard of obligations andduties under this Agreement. The Administrator and any of its directors,officers, employees or agents may rely in good faith on the advice of counsel oron any document of any kind, prima facie properly executed and submitted by anyPerson respecting any matters arising hereunder.

(b) Except as provided in this Agreement, the Administrator shallnot be under any obligation to appear in, prosecute or defend any legal actionthat shall not be incidental to its duties to administer the Trust Student Loansand the Trust in accordance with this Agreement and that in its opinion mayinvolve it in any expense or liability; provided, however, that theAdministrator may undertake any reasonable action that it may deem necessary ordesirable in respect of this Agreement and the other Basic Documents and therights and duties of the parties to this Agreement and the other Basic Documentsand the interests of the Certificateholders under this Agreement and theNoteholders under the Indenture and under this Agreement.

Section 4.5 Administrator May Own Certificates or Notes. TheAdministrator and any Affiliate thereof may in its individual or any othercapacity become the owner or pledgee of the Excess Distribution Certificate orNotes with the same rights as it would have if it were not the Administrator oran Affiliate thereof, except as expressly provided herein in any other BasicDocument.

Section 4.6 Sallie Mae, Inc. Not to Resign as Administrator. Subject tothe provisions of Section 4.3 above, Sallie Mae, Inc. shall not resign from theobligations and duties imposed on it as Administrator under this Agreementexcept upon determination that the performance of its duties under this



Agreement shall no longer be permissible under applicable law or shall violateany final order of a court or administrative agency with jurisdiction overSallie Mae, Inc. or its properties. Notice of any such determination permittingor requiring the resignation of Sallie Mae, Inc. shall be communicated to theEligible Lender Trustee and the Indenture Trustee at the earliest practicabletime (and, if such communication is not in writing, shall be confirmed inwriting at the earliest practicable time) and any such determination shall beevidenced by an

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Opinion of Counsel to such effect delivered to the Eligible Lender Trustee andthe Indenture Trustee concurrently with or promptly after such notice. No suchresignation shall become effective until the Indenture Trustee or a successorAdministrator shall have assumed the responsibilities and obligations of SallieMae, Inc. in accordance with Section 5.2 below. Anything in this Section 4.6 tothe contrary notwithstanding, the Administrator may resign at any timesubsequent to the assignment of its rights, duties and obligations hereunderpursuant to Section 4.3 above.

ARTICLE V

Section 5.1 Administrator Default. If any one of the following events(an "Administrator Default") shall occur and be continuing:

(a) (i) in the event that daily deposits into the CollectionAccount are not required, any failure by the Administrator to deliverto the Indenture Trustee for deposit in the Trust Accounts anyAvailable Funds required to be paid on or before the Business Dayimmediately preceding any Monthly Servicing Payment Date orDistribution Date, as applicable, or

(i) any failure by the Administrator to direct theIndenture Trustee to make any required distributions from any of theTrust Accounts on any Monthly Servicing Payment Date or DistributionDate, which failure in case of either clause (i) or (ii) continuesunremedied for five Business Days after written notice of such failureis received by the Administrator from the Indenture Trustee or theEligible Lender Trustee or after discovery of such failure by anofficer of the Administrator; or

(b) any failure by the Administrator duly to observe or to performin any material respect any other term, covenant or agreement of theAdministrator set forth in this Agreement or any other Basic Document, whichfailure shall (i) materially and adversely affect the rights of Noteholders orCertificateholders and (ii) continue unremedied for a period of 60 days afterthe date on which written notice of such failure, requiring the same to beremedied, shall have been given (A) to the Administrator by the IndentureTrustee or the Eligible Lender Trustee or (B) to the Administrator, theIndenture Trustee and the Eligible Lender Trustee by the Noteholders orCertificateholders, as applicable, representing not less than 50% of theOutstanding Amount of the Notes or 50% of the outstanding Certificates(including any Certificates owned by the Depositor); or

(c) an Insolvency Event occurs with respect to the Administrator;

then, and in each and every case, so long as the Administrator Default shall nothave been remedied, either the Indenture Trustee or the Noteholders evidencingnot less than 50% of the Outstanding Amount of the Notes, by notice then givenin writing to the Administrator (and to the Indenture Trustee and the EligibleLender Trustee if given by the Noteholders) may terminate all the rights andobligations (other than the obligations set forth in Section 4.2 above) of theAdministrator under this Agreement. On or after the receipt by the Administratorof such written notice, all authority and power of the Administrator under thisAgreement, whether with respect to the Notes, the Excess DistributionCertificate, the Trust Student Loans or otherwise, shall,

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without further action, pass to and be vested in the Indenture Trustee or suchsuccessor Administrator as may be appointed under Section 5.2 below; and,without limitation, the Indenture Trustee and the Eligible Lender Trustee arehereby authorized and empowered to execute and deliver, for the benefit of thepredecessor Administrator, as attorney-in-fact or otherwise, any and alldocuments and other instruments, and to do or accomplish all other acts or



things necessary or appropriate to effect the purposes of such notice oftermination. The predecessor Administrator shall cooperate with the successorAdministrator, the Indenture Trustee and the Eligible Lender Trustee ineffecting the termination of the responsibilities and rights of the predecessorAdministrator under this Agreement. All reasonable costs and expenses (includingattorneys' fees) incurred in connection with amending this Agreement to reflectsuch succession as Administrator pursuant to this Section shall be paid by thepredecessor Administrator (other than the Indenture Trustee acting as theAdministrator under this Section 5.1) upon presentation of reasonabledocumentation of such costs and expenses. Upon receipt of notice of theoccurrence of an Administrator Default, the Eligible Lender Trustee shall givenotice thereof to the Rating Agencies.

Section 5.2 Appointment of Successor.

(a) Upon receipt by the Administrator of notice of terminationpursuant to Section 5.1 above, or the resignation by the Administrator inaccordance with the terms of this Agreement, the predecessor Administrator shallcontinue to perform its functions as Administrator under this Agreement in thecase of termination, only until the date specified in such termination noticeor, if no such date is specified in a notice of termination, until receipt ofsuch notice and, in the case of resignation, until the later of (i) the date 120days from the delivery to the Eligible Lender Trustee and the Indenture Trusteeof written notice of such resignation (or written confirmation of such notice)in accordance with the terms of this Agreement and (ii) the date upon which thepredecessor Administrator shall become unable to act as Administrator asspecified in the notice of resignation and accompanying Opinion of Counsel (the"Transfer Date"). In the event of the termination hereunder of the Administratorthe Issuer shall appoint a successor Administrator acceptable to the IndentureTrustee, and the successor Administrator shall accept its appointment by awritten assumption in form acceptable to the Indenture Trustee. In the eventthat a successor Administrator has not been appointed at the time when thepredecessor Administrator has ceased to act as Administrator in accordance withthis Section, the Indenture Trustee without further action shall automaticallybe appointed the successor Administrator and the Indenture Trustee shall beentitled to the Administration Fee. Notwithstanding the above, the IndentureTrustee shall, if it shall be unwilling or legally unable so to act, appoint orpetition a court of competent jurisdiction to appoint any establishedinstitution whose regular business shall include the servicing of student loans,as the successor to the Administrator under this Agreement.

(b) Upon appointment, the successor Administrator (including theIndenture Trustee acting as successor Administrator), shall be the successor inall respects to the predecessor Administrator and shall be subject to all theresponsibilities, duties and liabilities placed on the predecessor Administratorthat arise thereafter or are related thereto and shall be entitled to an amountagreed to by such successor Administrator (which shall not exceed theAdministration Fee unless such compensation arrangements will not result in adowngrading or withdrawal of any rating on the Notes or the Certificates by anyRating Agency) and all the rights granted to the predecessor Administrator bythe terms and provisions of this Agreement.

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(c) Notwithstanding the foregoing or anything to the contraryherein or in the other Basic Documents, the Indenture Trustee, to the extent itis acting as successor Administrator pursuant hereto and thereto, shall beentitled to resign to the extent a qualified successor Administrator has beenappointed and has assumed all the obligations of the Administrator in accordancewith the terms of this Agreement and the other Basic Documents.

Section 5.3 Notification to Noteholders and Certificateholders. Uponany termination of, or appointment of a successor to, the Administrator pursuantto this Article V, the Eligible Lender Trustee shall give prompt written noticethereof to Certificateholders and the Indenture Trustee shall give promptwritten notice thereof to Noteholders and the Rating Agencies (which, in thecase of any such appointment of a successor, shall consist of prior writtennotice thereof to the Rating Agencies).

Section 5.4 Waiver of Past Defaults. The Noteholders of Notesevidencing a majority of the Outstanding Amount of the Notes (or theCertificateholders of Certificates evidencing a majority of the outstandingCertificates, in the case of any default which does not adversely affect theIndenture Trustee or the Noteholders) may, on behalf of all Noteholders andCertificateholders, waive in writing any default by the Administrator in theperformance of its obligations hereunder and any consequences thereof, except a



default in making any required deposits to or payments from any of the TrustAccounts (or giving instructions regarding the same) in accordance with thisAgreement. Upon any such waiver of a past default, such default shall cease toexist, and any Administrator Default arising therefrom shall be deemed to havebeen remedied for every purpose of this Agreement. No such waiver shall extendto any subsequent or other default or impair any right consequent thereto.

ARTICLE VI

Section 6.1 Termination.

(a) Optional Purchase of All Trust Student Loans. TheAdministrator shall notify the Servicer, the Depositor and the Indenture Trusteein writing, within 15 days after the last day of any Collection Period as ofwhich the then outstanding Pool Balance is 12% or less of the Initial PoolBalance, of the percentage that the then outstanding Pool Balance bears to theInitial Pool Balance. As of the last day of any Collection Period immediatelypreceding a Distribution Date as of which the then outstanding Pool Balance is10% or less of the Initial Pool Balance, but in no event earlier than as of thelast day of the Collection Period immediately preceding the Distribution Date inApril 2014, the Eligible Lender Trustee on behalf and at the direction of theServicer, or any other "eligible lender" (within the meaning of the HigherEducation Act) designated by the Servicer in writing to the Eligible LenderTrustee and the Indenture Trustee, shall have the option to purchase the TrustEstate, other than the Trust Accounts. To exercise such option, the Servicershall deposit pursuant to Section 2.6 in the Collection Account an amount equalto the aggregate Purchase Amount for the Trust Student Loans and the relatedrights with respect thereto, plus the appraised value of any such other propertyheld by the Trust other than the Trust Accounts, such value to be determined byan appraiser mutually agreed upon by the Servicer, the Eligible Lender Trusteeand the Indenture Trustee, and shall succeed to all interests in and to theTrust; provided, however, that the Servicer may not effect such purchase if suchaggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amountplus

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any amounts owed to any Swap Counterparty for Swap Payments and Swap TerminationPayments and amounts to any Remarketing Agent for any unpaid remarketing feesand expenses, and any Carryover Servicing Fees. In the event the Servicer failsto notify the Eligible Lender Trustee and the Indenture Trustee in writing priorto the acceptance by the Indenture Trustee of a bid to purchase the Trust Estatepursuant to Section 4.4 of the Indenture that the Servicer intends to exerciseits option to purchase the Trust Estate, the Servicer shall be deemed to havewaived its option to purchase the Trust Estate as long as the Servicer hasreceived 5 business days' notice from the Indenture Trustee as provided inSection 4.4 of the Indenture.

(b) Notice. Notice of any termination of the Trust shall be givenby the Administrator to the Eligible Lender Trustee and the Indenture Trustee assoon as practicable after the Administrator has received notice thereof.

(c) Succession. Following the satisfaction and discharge of theIndenture and the payment in full of the principal of and interest on the Notes,the holder of the Excess Distribution Certificate shall succeed to the rights ofthe Noteholders hereunder and the Eligible Lender Trustee shall succeed to therights of, and assume the obligations of, the Indenture Trustee pursuant to thisAgreement and any other Basic Documents.

ARTICLE VII

Section 7.1 Protection of Interests in Trust.

(a) The Administrator, on behalf of the Depositor, shall executeand file such financing statements and cause to be executed and filed suchcontinuation statements, all in such manner and in such places as may berequired by law fully to preserve, maintain, and protect the interest of theIssuer, the Eligible Lender Trustee and the Indenture Trustee in the TrustStudent Loans and in the proceeds thereof. The Administrator shall deliver (orcause to be delivered) to the Eligible Lender Trustee and the Indenture Trusteefile-stamped copies of, or filing receipts for, any document filed as providedabove, as soon as available following such filing.

(b) Neither the Depositor nor the Servicer shall change its name,identity or corporate structure in any manner that would, could or might makeany financing statement or continuation statement filed in accordance with



paragraph (a) above seriously misleading within the meaning of Section 9-402(7)of the UCC, unless it shall have given the Eligible Lender Trustee and theIndenture Trustee at least five days' prior written notice thereof and shallhave promptly filed appropriate amendments to all previously filed financingstatements or continuation statements.

(c) Each of the Depositor and the Servicer shall have anobligation to give the Eligible Lender Trustee and the Indenture Trustee atleast 60 days' prior written notice of any relocation of its principal executiveoffice if, as a result of such relocation, the applicable provisions of the UCCwould require the filing of any amendment of any previously filed financing orcontinuation statement or of any new financing statement and shall promptly fileany such amendment. The Servicer shall at all times maintain each office fromwhich it shall service Trust Student Loans, and its principal executive office,within the United States of America.

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(d) The Servicer shall maintain accounts and records as to eachTrust Student Loan accurately and in sufficient detail to permit (i) the readerthereof to know at any time the status of such Trust Student Loan, includingpayments and recoveries made and payments owing (and the nature of each) and(ii) reconciliation between payments or recoveries on (or with respect to) eachTrust Student Loan and the amounts from time to time deposited by the Servicerin the Collection Account in respect of such Trust Student Loan.

(e) The Servicer shall maintain its computer systems so that, fromand after the time of sale of the Trust Student Loans to the Eligible LenderTrustee on behalf of the Issuer, the Servicer's master computer records(including any backup archives) that refer to a Trust Student Loan shallindicate clearly the interest of the Issuer, the Eligible Lender Trustee and theIndenture Trustee in such Trust Student Loan and that such Trust Student Loan isowned by the Eligible Lender Trustee on behalf of the Issuer and has beenpledged to the Indenture Trustee. Indication of the Issuer's, the EligibleLender Trustee's and the Indenture Trustee's interest in a Trust Student Loanshall be deleted from or modified on the Servicer's computer systems when, andonly when, the related Trust Student Loan shall have been paid in full orrepurchased.

(f) If at any time the Depositor or the Administrator shallpropose to sell, grant a security interest in, or otherwise transfer anyinterest in student loans to any prospective purchaser, lender or othertransferee, the Servicer shall give to such prospective purchaser, lender orother transferee computer tapes, records or printouts (including any restoredfrom backup archives) that, if they refer in any manner whatsoever to any TrustStudent Loan, indicate clearly that such Trust Student Loan has been sold and isowned by the Eligible Lender Trustee on behalf of the Issuer and has beenpledged to the Indenture Trustee.

(g) Upon reasonable notice, the Servicer shall permit theIndenture Trustee and its agents at any time during normal business hours toinspect, audit and make copies of and abstracts from the Servicer's recordsregarding any Trust Student Loan.

(h) Upon request, at any time the Eligible Lender Trustee or theIndenture Trustee have reasonable grounds to believe that such request would benecessary in connection with its performance of its duties under the BasicDocuments, the Servicer shall furnish to the Eligible Lender Trustee or to theIndenture Trustee (in each case, with a copy to the Administrator), within fiveBusiness Days, a list of all Trust Student Loans (by borrower social securitynumber, type of loan and date of issuance) then held as part of the Trust, andthe Administrator shall furnish to the Eligible Lender Trustee or to theIndenture Trustee, within 20 Business Days thereafter, a comparison of such listto the list of Initial Trust Student Loans set forth in Schedule A to theIndenture as of the Closing Date, and, for each Trust Student Loan that has beenremoved from the pool of loans held by the Eligible Lender Trustee on behalf ofthe Issuer, information as to the date as of which and circumstances under whicheach such Trust Student Loan was so removed.

(i) The Depositor shall deliver to the Eligible Lender Trustee andthe Indenture Trustee:

(i) promptly after the execution and delivery of thisAgreement and of each amendment thereto and on each Transfer Date, anOpinion of Counsel either (1) stating



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that, in the opinion of such counsel, all financing statements andcontinuation statements have been executed and filed that are necessaryfully to preserve and protect the interest of the Eligible LenderTrustee and the Indenture Trustee in the Trust Student Loans, andreciting the details of such filings or referring to prior Opinions ofCounsel in which such details are given, or (2) stating that, in theopinion of such counsel, no such action shall be necessary to preserveand protect such interest; and

(ii) within 120 days after the beginning of each calendaryear beginning with the first calendar year beginning more than threemonths after the Cutoff Date, an Opinion of Counsel, dated as of a dateduring such 120-day period, either (1) stating that, in the opinion ofsuch counsel, all financing statements and continuation statements havebeen executed and filed that are necessary fully to preserve andprotect the interest of the Eligible Lender Trustee and the IndentureTrustee in the Trust Student Loans, and reciting the details of suchfilings or referring to prior Opinions of Counsel in which such detailsare given, or (2) stating that, in the opinion of such counsel, no suchaction shall be necessary to preserve and protect such interest;provided that a single Opinion of Counsel may be delivered insatisfaction of the foregoing requirement and that of Section 3.6(b) ofthe Indenture.

(j) Each Opinion of Counsel referred to in Section 7.1 above shallspecify (as of the date of such opinion and given all applicable laws as ineffect on such date) any action necessary to be taken in the following year topreserve and protect such interest.

(k) The Depositor shall, to the extent required by applicable law,cause the Excess Distribution Certificate and the Notes to be registered withthe Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Actwithin the time periods specified in such sections

ARTICLE VIII

Section 8.1 Independence of the Administrator. For all purposes of thisAgreement, the Administrator shall be an independent contractor and shall not besubject to the supervision of the Issuer or the Eligible Lender Trustee withrespect to the manner in which it accomplishes the performance of itsobligations hereunder. Unless expressly authorized by the Issuer, theAdministrator shall have no authority to act for or represent the Issuer or theEligible Lender Trustee in any way and shall not otherwise be deemed an agent ofthe Issuer or the Eligible Lender Trustee.

Section 8.2 No Joint Venture. Nothing contained in this Agreement (a)shall constitute the Administrator and either of the Issuer or the EligibleLender Trustee as members of any partnership, joint venture, association,syndicate, unincorporated business or other separate entity, (b) shall beconstrued to impose any liability as such on any of them or (c) shall be deemedto confer on any of them any express, implied or apparent authority to incur anyobligation or liability on behalf of the others.

Section 8.3 Other Activities of Administrator. Nothing herein shallprevent the Administrator or its Affiliates from engaging in other businessesor, in its sole discretion, from

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acting in a similar capacity as an administrator for any other person or entityeven though such person or entity may engage in business activities similar tothose of the Issuer, the Eligible Lender Trustee or the Indenture Trustee.

Section 8.4 Powers of Attorney. The Eligible Lender Trustee and theIndenture Trustee shall upon the written request of the Administrator furnishthe Administrator with any powers of attorney and other documents reasonablynecessary or appropriate to enable the Administrator to carry out itsadministrative duties hereunder.

Section 8.5 Amendment.

(a) This Agreement (other than Sections 2.1 and 2.2 above) may be



amended by the Issuer, the holder of the Excess Distribution Certificate, theServicer, the Administrator, the Eligible Lender Trustee and the IndentureTrustee, without the consent of any of the Noteholders or any Swap Counterparty,to cure any ambiguity, to correct or supplement any provisions in this Agreementor for the purpose of adding any provisions to or changing in any manner oreliminating any of the provisions in this Agreement or of modifying in anymanner the rights of the Noteholders; provided, however, that such action shallnot, as evidenced by an Opinion of Counsel delivered to the Eligible LenderTrustee and the Indenture Trustee, adversely affect in any material respect theinterests of any Noteholder or Certificateholder, and that such action will notmaterially adversely affect (1) the Trust's ability to enforce or protect itsrights or remedies under any Swap Agreement, (2) the ability of the Trust totimely and fully perform its obligations under any Swap Agreement or (3) any ofthe Trust's obligations under any Swap Agreement or any swap transaction undersuch agreement. Any such amendment, modification or supplement without theconsent of the related Swap Counterparty shall not be binding on the relatedSwap Counterparty.

(b) Sections 2.1 and 2.2 may be amended from time to time by awritten amendment duly executed and delivered by the Issuer, the holder of theExcess Distribution Certificate, the Eligible Lender Trustee, the IndentureTrustee and the Administrator, without the consent of the Noteholders or anySwap Counterparty (unless such consent is otherwise required by this Section),for the purpose of adding any provision to or changing in any manner oreliminating any of the provisions of such Article; provided that such amendmentwill not, in an Opinion of Counsel obtained on behalf of the Issuer andsatisfactory to the Indenture Trustee and the Eligible Lender Trustee,materially and adversely affect the interest of any Noteholder or any SwapCounterparty.

(c) This Agreement (other than Sections 2.1 and 2.2 above) mayalso be amended from time to time by the Issuer, the holder of the ExcessDistribution Certificate, the Servicer, the Administrator, the Indenture Trusteeand the Eligible Lender Trustee, and Sections 2.1 and 2.2 above may also beamended by the Eligible Lender Trustee, the Administrator and the IndentureTrustee, with the consent of the Noteholders of Notes evidencing a majority ofthe Outstanding Amount of the Notes, for the purpose of adding any provisions toor changing in any manner or eliminating any of the provisions of this Agreementor of modifying in any manner the rights of the Noteholders; provided, however,that no such amendment shall (i) increase or reduce in any manner the amount of,or accelerate or delay the timing of, collections of payments with respect toTrust Student Loans or distributions that shall be required

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to be made for the benefit of the Noteholders or any Swap Counterparty, or (ii)reduce the aforesaid percentage of the Outstanding Amount of the Notes, theNoteholders of which are required to consent to any such amendment, without theconsent of all outstanding Noteholders.

(d) Promptly after the execution of any such amendment (or, in thecase of the Rating Agencies, fifteen days prior thereto), the Eligible LenderTrustee shall furnish written notification of the substance of such amendment tothe holder of the Excess Distribution Certificate, the Indenture Trustee, eachSwap Counterparty and each of the Rating Agencies.

(e) It shall not be necessary for the consent of Noteholderspursuant to this Section to approve the particular form of any proposedamendment or consent, but it shall be sufficient if such consent shall approvethe substance thereof.

(f) Prior to the execution of any amendment to this Agreement, theEligible Lender Trustee and the Indenture Trustee shall be entitled to receiveand rely upon an Opinion of Counsel stating that the execution of such amendmentis authorized or permitted by this Agreement and the Opinion of Counsel referredto in Section 7.1(i) above. The Eligible Lender Trustee and the IndentureTrustee may, but shall not be obligated to, enter into any such amendment whichaffects the Eligible Lender Trustee's or the Indenture Trustee's, as applicable,own rights, duties or immunities under this Agreement or otherwise.

(g) The parties to this Agreement acknowledge and agree that, ifthe Reset Rate Notes are denominated in a currency other than U.S. Dollarsduring any Reset Period (including the initial Reset Period), and the Trustenters in a Currency Swap Agreement (including the Initial Class A-6 CurrencySwap Agreement), pursuant to such Currency Swap Agreement, the Trust has agreedor will agree (i) to notify the related Swap Counterparty of any amendment,



modification or supplement to this Agreement or any other Basic Document thatwould materially adversely affect (A) the related Swap Counterparty's ability toenforce or protect its rights or remedies under the related Currency SwapAgreement, (B) the ability of the Trust to timely and fully perform itsobligations under the related Currency Swap Agreement, or (C) any of the termsof the Indenture or this Agreement which relates to payments to or rights of therelated Swap Counterparty under either such agreement, and (ii) to obtain thewritten consent of the related Swap Counterparty to any such amendment,modification or supplement. Any such amendment, modification or supplementwithout the written consent of the related Swap Counterparty shall be void andunenforceable.

(h) Accordingly, the parties to the Agreement acknowledge andagree that the Currency Swap Counterparty will be a third-party beneficiary ofthis Agreement to the extent of its rights under the related Currency SwapAgreement in respect of this Agreement and shall be entitled to enforce suchrights under this Agreement. Notices to a Currency Swap Counterparty under thisSection 8 shall be addressed to the applicable Currency Swap Counterparty at theaddress listed in the related Swap Confirmation.

Section 8.6 Assignment. Notwithstanding anything to the contrarycontained herein, except as provided in Section 4.3 of the Servicing Agreementand Section 4.3 of this Agreement, this Agreement may not be assigned by theDepositor, the Administrator or the Servicer. This

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Agreement may be assigned by the Eligible Lender Trustee only to its permittedsuccessor pursuant to the Trust Agreement.

Section 8.7 Limitations on Rights of Others. The provisions of thisAgreement are solely for the benefit of the Depositor, the Servicer, the Issuer,the Indenture Trustee and the Eligible Lender Trustee and for the benefit of theExcess Distribution Certificateholders, the Noteholders and each SwapCounterparty, as third party beneficiaries, and nothing in this Agreement,whether express or implied, shall be construed to give to any other Person anylegal or equitable right, remedy or claim in the Trust Estate or under or inrespect of this Agreement or any covenants, conditions or provisions containedherein.

Section 8.8 Assignment to Indenture Trustee. The Depositor herebyacknowledges and consents to any Grant by the Issuer to the Indenture Trusteepursuant to the Indenture for the benefit of the Noteholders of a securityinterest in all right, title and interest of the Issuer in, to and under theTrust Student Loans and the assignment of any or all of the Issuer's rights andobligations under this Agreement and the Sale Agreement and the Depositor'srights under the Purchase Agreements to the Indenture Trustee. The Servicerhereby acknowledges and consents to the assignment by the Issuer to theIndenture Trustee pursuant to the Indenture for the benefit of the Noteholdersof any and all of the Issuer's rights and obligations under this Agreement andunder the Servicing Agreement.

Section 8.9 Nonpetition Covenants.

(a) Notwithstanding any prior termination of this Agreement, theServicer, the Administrator, the Eligible Lender Trustee, the Indenture Trusteeand the Depositor shall not, prior to the date which is 367 days after thepayment in full of the Notes, acquiesce, petition or otherwise invoke or causethe Issuer to invoke the process of any court or government authority for thepurpose of commencing or sustaining a case against the Issuer under any Federalor state bankruptcy, insolvency or similar law or appointing a receiver,liquidator, assignee, trustee, custodian, sequestrator or other similar officialof the Issuer or any substantial part of its property, or ordering the windingup or liquidation of the affairs of the Issuer. The foregoing shall not limitthe rights of the Servicer, the Administrator, the Eligible Lender Trustee, theIndenture Trustee and the Depositor to file any claim in, or otherwise take anyaction with respect to, any insolvency proceeding that was instituted againstthe Issuer by a Person other than the Servicer, the Administrator, the EligibleLender Trustee or the Depositor.

(b) Notwithstanding any prior termination of this Agreement, theServicer, the Administrator, the Issuer and the Eligible Lender Trustee shallnot, prior to the date which is 367 days after the payment in full of the Notes,acquiesce, petition or otherwise invoke or cause the Depositor to invoke theprocess of any court or government authority for the purpose of commencing orsustaining a case against the Depositor under any insolvency or similar law or



appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator orother similar official of the Depositor or any substantial part of its property,or ordering the winding up or liquidation of the affairs of the Depositor. Theforegoing shall not limit the rights of the Servicer, the Administrator, theIssuer and the Eligible Lender Trustee to file any claim in, or otherwise takeany action with respect to, any insolvency proceeding that was institutedagainst

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the Issuer by a Person other than the Servicer, the Administrator, theIssuer or the Eligible Lender Trustee.

Section 8.10 Limitation of Liability of Eligible Lender Trustee andIndenture Trustee.

(a) Notwithstanding anything contained herein to the contrary,this Agreement has been executed and delivered by Chase Manhattan Bank USA,National Association, not in its individual capacity but solely in its capacityas Eligible Lender Trustee of the Issuer, and in no event shall Chase ManhattanBank USA, National Association, in its individual capacity have any liabilityfor the representations, warranties, covenants, agreements or other obligationsof the Issuer or the Eligible Lender Trustee hereunder or in any of thecertificates, notices or agreements delivered pursuant hereto as to all of whichrecourse shall be had solely to the assets of the Issuer.

(b) Notwithstanding anything contained herein to the contrary,this Agreement has been executed and delivered by The Bank of New York, not inits individual capacity but solely as Indenture Trustee, and in no event shallThe Bank of New York have any liability for the representations, warranties,covenants, agreements or other obligations of the Issuer hereunder or in any ofthe certificates, notices or agreements delivered pursuant hereto, as to all ofwhich recourse shall be had solely to the assets of the Issuer.

(c) The rights of and protections of the Indenture Trustee underthe Indenture shall be incorporated as though explicitly set forth herein.

Section 8.11 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THECONFLICT OF LAW PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OFTHE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.12 Headings. The Section headings hereof have been insertedfor convenience of reference only and shall not be construed to affect themeaning, construction or effect of this Agreement.

Section 8.13 Counterparts. This Agreement may be executed incounterparts, each of which when so executed shall together constitute but oneand the same agreement.

Section 8.14 Severability. Any provision of this Agreement that isprohibited or unenforceable in any jurisdiction shall be ineffective to theextent of such prohibition or unenforceability without invalidating theremaining provisions hereof and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction. Each of the parties named on the signature pages to thisAgreement by execution of this Agreement agrees, for the benefit of theAdministrator and the other signatories hereto, to be bound by the terms of thisAgreement and the other Basic Documents to the extent reference is made in suchdocument to such party.

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Section 8.15 Additional Reset Rate Note Agreements.

(a) The parties hereto acknowledge that the Administrator isauthorized, from time to time, either to enter into or to instruct the EligibleLender Trustee to enter into (in either case, not in their respective individualcapacities but solely on behalf of the Issuer) (i) Remarketing Agreements, (ii)Remarketing Agency Agreements, and (iii) Swap Agreements, in addition to theInitial Class A-6 Currency Swap Agreement, with one or more Eligible SwapCounterparties on any Reset Date, and from time to time in the event a SwapAgreement terminates prior to the end of the related Reset Period when (1) theReset Rate Notes are to bear interest at a fixed rate during the upcoming ResetPeriod, (2) the Reset Rate Notes are in Foreign Exchange Mode, or (3) the



Remarketing Agents (in consultation with the Administrator) determine that itwould be in the best interest of the Issuer based on then-current marketconditions during any Reset Period when the Reset Rate Notes bear interest at afloating rate of interest, or if otherwise required to satisfy the Rating AgencyCondition, to hedge some or all of the basis risk; provided, however, that allsuch Swap Agreements are entered into using the procedures set forth in theReset Rate Note Procedures and the Rating Agency Condition is met.

(b) Subject to the provisions of Section 13 of the Reset Rate NoteProcedures, the Eligible Lender Trustee hereby agrees (not in its individualcapacity but solely as Eligible Lender Trustee on behalf of the Issuer) to enterinto such Swap Agreements, Remarketing Agreements and Remarketing AgencyAgreements on behalf of the Issuer as the Administrator shall direct in writingfrom time to time.

(c) The parties acknowledge that at any time and from time totime, the Administrator may determine to seek an alternate listing for the Noteson a stock exchange of international standing, and the Administrator shallnotify the parties to this Agreement of any such transfer.

Section 8.16 Excess Distribution Certificate. Any holder of the ExcessDistribution Certificate, as evidenced by its agreement to accept the rightsconferred under the Excess Distribution Certificate, is hereby deemed to acceptall obligations of the Depositor under this Agreement.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed and delivered as of the date first above written.

SLM FUNDING LLC,in its capacity as Depositor and as holder of theExcess Distribution Certificate


SALLIE MAE, INC.

By: /s/ PETER W. STRANGName: Peter W. StrangTitle: Vice President


By: CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION, not in its individualcapacity but solely as Eligible Lender Trustee


CHASE MANHATTAN BANK USA, NATIONALASSOCIATION,not in its individual capacity but solely as EligibleLender Trustee


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THE BANK OF NEW YORK,not in its individual capacity but solely asIndenture Trustee




45



EXHIBIT 99.4

SERVICING AGREEMENT

among

SALLIE MAE, INC.,as Servicer,

SALLIE MAE, INC.,as Administrator,

SLM STUDENT LOAN TRUST 2004-2,

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,not in its individual capacity

but solely as Eligible Lender Trustee

and

THE BANK OF NEW YORK,not in its individual capacitybut solely as Indenture Trustee


TABLE OF CONTENTS

<TABLE><CAPTION>

Page----

<S> <C>ARTICLE I

Section 1.1 Definitions and Usage......................................................................... 1

ARTICLE II

Section 2.1 Custody of Trust Student Loan Files........................................................... 1Section 2.2 Duties of Servicer as Custodian............................................................... 2Section 2.3 Maintenance of and Access to Records.......................................................... 2Section 2.4 Release of Documents.......................................................................... 2Section 2.5 Instructions; Authority to Act................................................................ 3Section 2.6 [RESERVED].................................................................................... 3Section 2.7 Effective Period and Termination.............................................................. 3

ARTICLE III

Section 3.1 Duties of Servicer............................................................................ 3Section 3.2 Collection of Trust Student Loan Payments..................................................... 5Section 3.3 Realization upon Trust Student Loans.......................................................... 6Section 3.4 No Impairment................................................................................. 6Section 3.5 Purchase of Trust Student Loans; Reimbursement................................................ 6Section 3.6 Primary Servicing Fee; Carryover Servicing Fee................................................ 8Section 3.7 Access to Certain Documentation and Information Regarding Trust Student Loans................. 8Section 3.8 Servicer Expenses............................................................................. 9Section 3.9 Appointment of Subservicer.................................................................... 9Section 3.10 Reports....................................................................................... 9Section 3.11 Covenants and Agreements of the Issuer, Administrator, Eligible Lender Trustee and Servicer... 10Section 3.12 Special Programs.............................................................................. 11Section 3.13 Financial Statements.......................................................................... 11Section 3.14 Insurance..................................................................................... 11Section 3.15 Administration Agreement...................................................................... 11Section 3.16 Lender Identification Number.................................................................. 12

ARTICLE IV

Section 4.1 Representations of Servicer................................................................... 12Section 4.2 Indemnities of Servicer....................................................................... 13Section 4.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer..................... 14</TABLE>



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<TABLE><S> <C>Section 4.4 Limitation on Liability of Servicer........................................................... 14Section 4.5 Sallie Mae, Inc. Not to Resign as Servicer.................................................... 15Section 5.1 Servicer Default.............................................................................. 15Section 5.2 Appointment of Successor...................................................................... 17Section 5.3 Notification to Noteholders................................................................... 17Section 5.4 Waiver of Past Defaults....................................................................... 17Section 6.1 Amendment..................................................................................... 18Section 6.2 Notices....................................................................................... 19Section 6.3 Counterparts.................................................................................. 20Section 6.4 Entire Agreement; Severability................................................................ 20Section 6.5 Governing Law................................................................................. 21Section 6.6 Relationship of Parties....................................................................... 21Section 6.7 Captions...................................................................................... 21Section 6.8 Nonliability of Directors, Officers and Employees of Servicer, the Eligible Lender Trustee,

the Indenture Trustee and the Administrator................................................... 21Section 6.9 Assignment.................................................................................... 21Section 6.10 Limitation of Liability of Eligible Lender Trustee and Indenture Trustee...................... 21</TABLE>

Attachment A Schedule of FeesAttachment B Servicer LocationsAttachment C Reports

Appendix

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SERVICING AGREEMENT

Sallie Mae, Inc. (in such capacity, the "Servicer"), a Delawarecorporation, hereby agrees with (i) SLM Student Loan Trust 2004-2 (the"Issuer"), (ii) Chase Manhattan Bank USA, National Association, a nationalbanking association, not in its individual capacity but solely in its capacityas eligible lender trustee (the "Eligible Lender Trustee") under a trustagreement dated as of February 19, 2004 between SLM Funding LLC and the EligibleLender Trustee, as amended and restated by an amended and restated trustagreement dated as of March 4, 2004 (the "Trust Agreement") among SLM FundingLLC, the Eligible Lender Trustee and The Bank of New York, not in its individualcapacity but solely in its capacity as the indenture trustee (the "IndentureTrustee"), under an indenture (the "Indenture") dated as of March 1, 2004 amongthe Issuer, the Eligible Lender Trustee and the Indenture Trustee, (iii) theIndenture Trustee and (iv) Sallie Mae, Inc., not in its individual capacity butsolely in its capacity as administrator (in such capacity, the "Administrator")under the Administration Agreement as follows:

WHEREAS, the Eligible Lender Trustee will acquire certain educationloans to be held in the trust formed pursuant to the Trust Agreement;

WHEREAS, the Issuer will issue notes (the "Notes") pursuant to theIndenture, which Notes are payable from the assets of the Issuer; and

WHEREAS, the Issuer, the Administrator and the Eligible Lender Trusteedesire the Servicer to service the education loans held by the Eligible LenderTrustee on behalf of the Issuer, and the Servicer is willing to service thoseeducation loans for the Issuer, the Administrator, the Eligible Lender Trusteeand the Indenture Trustee.

NOW, THEREFORE, in consideration of the premises and mutual covenantsherein contained, the parties hereto agree as follows:

ARTICLE I

SECTION 1.1 Definitions and Usage. Except as otherwise specified herein or asthe context may otherwise require, capitalized terms used but not otherwisedefined herein are defined in Appendix A hereto, which also contains rules as tousage that shall be applicable herein.

ARTICLE II



SECTION 2.1 Custody of Trust Student Loan Files. To assure uniform quality inservicing the Trust Student Loans and to reduce administrative costs, the Issuerhereby revocably appoints the Servicer, and the Servicer hereby accepts suchappointment, to act for the benefit of the Issuer and the Indenture Trustee ascustodian of the following documents or instruments (collectively the "TrustStudent Loan Files") which are hereby constructively delivered to the IndentureTrustee, as pledgee of the Issuer with respect to each Trust Student Loan:

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(a) the original fully executed copy of the note (or allelectronic records evidencing the same) evidencingthe Trust Student Loan; and

(b) any and all other documents and computerized recordsthat the Servicer shall keep on file, in accordancewith its customary procedures, relating to such TrustStudent Loan or any obligor with respect thereto.

SECTION 2.2 Duties of Servicer as Custodian. The Servicer shall hold the TrustStudent Loan Files for the benefit of the Issuer and the Indenture Trustee andmaintain such accurate and complete accounts, records and computer systemspertaining to each Trust Student Loan File as shall enable the Issuer to complywith this Agreement. In performing its duties as custodian the Servicer shallact with reasonable care, using that degree of skill and attention that theServicer exercises with respect to the student loan files relating to similarstudent loans that the Servicer services on behalf of SLM Corporation or any ofits Affiliates and shall ensure that it fully complies with all applicableFederal and state laws, including the Higher Education Act, with respectthereto. The Servicer shall take all actions necessary with respect to the TrustStudent Loan Files held by it under this Agreement and of the related accounts,records and computer systems, in order to enable the Issuer or the IndentureTrustee to verify the accuracy of the Servicer's record keeping with respect tothe Servicer's obligations as custodian hereunder. The Servicer shall promptlyreport to the Issuer, the Administrator and the Indenture Trustee any materialfailure on its part to hold the Trust Student Loan Files and maintain itsaccounts, records and computer systems as herein provided and promptly takeappropriate action to remedy any such failure. Nothing herein shall be deemed torequire an initial review or any periodic review by the Issuer, the EligibleLender Trustee or the Indenture Trustee of the Trust Student Loan Files. If inthe reasonable judgment of the Eligible Lender Trustee it is necessary topreserve the interests of the Noteholders and the Trust in the Trust StudentLoans or at the request of the Administrator, the Servicer shall transferphysical possession of the notes evidencing the Trust Student Loans to theEligible Lender Trustee, the Indenture Trustee or any other custodian for eitherof them designated by the Eligible Lender Trustee.

SECTION 2.3 Maintenance of and Access to Records. The Servicer shall maintaineach Trust Student Loan File at one of its offices specified in Attachment B tothis Agreement or at such other office as shall be consented to by the Issuerand the Indenture Trustee upon written notice to the Issuer and the IndentureTrustee. Upon reasonable prior notice, the Servicer shall make available to theIssuer and the Indenture Trustee or their respective duly authorizedrepresentatives, attorneys or auditors a list of locations of the Trust StudentLoan Files and the related accounts, records and computer systems maintained bythe Servicer at such times during normal business hours as the Issuer or theIndenture Trustee shall instruct.

SECTION 2.4 Release of Documents. Upon written instruction from the IndentureTrustee, the Servicer shall release any Trust Student Loan File to the IndentureTrustee, the Indenture Trustee's agent, or the Indenture Trustee's designee, asthe case may be, at such place or places as the Indenture Trustee may reasonablydesignate, as soon as practicable. The Indenture Trustee shall cooperate withthe Servicer to provide the Servicer with access to the Trust Student Loan Filesin order for the Servicer to continue to service the Trust Student Loans afterthe

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release of the Trust Student Loan Files. In the event the Servicer is notprovided access to the Trust Student Loan Files, the Servicer shall not bedeemed to have breached its obligations pursuant to Section 3.1, 3.2, 3.3 or 3.4if it is unable to perform such obligations due to its inability to have access



to the Trust Student Loans Files. The Servicer shall not be liable for anylosses with respect to the servicing of such Trust Student Loans arising afterthe release of the related Trust Student Loan Files to the extent the losses areattributable to the Servicer's inability to have access to the related TrustStudent Loan Files.

SECTION 2.5 Instructions; Authority to Act. The Servicer shall be deemed to havereceived proper instructions with respect to the Trust Student Loan Files uponits receipt of written instructions signed by a Responsible Officer of theIndenture Trustee.

SECTION 2.6 [RESERVED].

SECTION 2.7 Effective Period and Termination. Sallie Mae, Inc.'s appointment ascustodian shall become effective as of the Closing Date and shall continue infull force and effect for so long as Sallie Mae, Inc. shall remain the Servicerhereunder. If Sallie Mae, Inc. or any successor Servicer shall resign asServicer in accordance with the provisions of this Agreement or if all therights and obligations of Sallie Mae, Inc. or any such successor Servicer shallhave been terminated under Section 5.1, the appointment of Sallie Mae, Inc. orsuch successor Servicer as custodian shall be terminated simultaneously with theeffectiveness of such resignation or termination. On or prior to the effectivedate of any resignation or termination of such appointment, the Servicer shalldeliver the Trust Student Loan Files to the successor Servicer, the IndentureTrustee or the Indenture Trustee's agent, at the direction of the IndentureTrustee, at such place or places as the Indenture Trustee may reasonablydesignate. In establishing an effective date for the termination of the Serviceras custodian of the Trust Student Loan Files, the parties shall provide for areasonable period for the Servicer to deliver the Trust Student Loan Files toits designated successor.

ARTICLE III

SECTION 3.1 Duties of Servicer. The Servicer, for the benefit of the Issuer (tothe extent provided herein), shall manage, service, administer and makecollections on the Trust Student Loans with reasonable care, using that degreeof skill and attention that the Servicer exercises with respect to similarstudent loans that it services on behalf of SLM Corporation or any of itsAffiliates, beginning on the Closing Date until the Trust Student Loans are paidin full. Without limiting the generality of the foregoing or of any otherprovision set forth in this Agreement and notwithstanding any other provision tothe contrary set forth herein, the Servicer shall manage, service, administerand make collections with respect to the Trust Student Loans (including thecollection of any Interest Subsidy Payments and Special Allowance Payments onbehalf of the Eligible Lender Trustee) in accordance with, and otherwise complywith, all applicable Federal and state laws, including all applicable rules,regulations and other requirements of the Higher Education Act and theapplicable Guarantee Agreements, the failure to comply with which wouldadversely affect the eligibility of one or more of the Trust Student Loans forFederal

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reinsurance or Interest Subsidy Payments or Special Allowance Payments or one ormore of the Trust Student Loans for receipt of Guarantee Payments.

The Servicer's duties shall include, but shall not be limited to,collection and posting of all payments, responding to inquiries of borrowers onsuch Trust Student Loans, monitoring borrowers' status, making requireddisclosures to borrowers, performing due diligence with respect to borrowerdelinquencies, sending payment coupons to borrowers and otherwise establishingrepayment terms, reporting tax information to borrowers, if applicable,accounting for collections and furnishing monthly statements with respectthereto to the Administrator and the Issuer. The Servicer shall follow itscustomary standards, policies and procedures in performing its duties asServicer. Without limiting the generality of the foregoing, the Servicer isauthorized and empowered to execute and deliver, on behalf of itself, theIssuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholdersor any of them, instruments of satisfaction or cancellation, or partial or fullrelease or discharge, and all other comparable instruments, with respect to suchTrust Student Loans; provided, however, that the Servicer agrees that it willnot (a) permit any rescission or cancellation of a Trust Student Loan except asordered by a court of competent jurisdiction or governmental authority or asotherwise consented to in writing by the Eligible Lender Trustee and theIndenture Trustee provided, however, that the Servicer may write off any



delinquent Trust Student Loan if the remaining balance of the borrower's accountis less than $50 or (b) reschedule, revise, defer or otherwise compromise withrespect to payments due on any Trust Student Loan except pursuant to anyapplicable interest only, deferral or forbearance periods or otherwise inaccordance with all applicable standards, guidelines and requirements withrespect to the servicing of Student Loans; provided further, however, that theServicer shall not agree to any reduction of yield with respect to any TrustStudent Loan (either by reducing borrower payments or reducing principalbalance) except as permitted in accordance with Section 3.12 or otherwise if,and to the extent, the holder of the Excess Distribution Certificate, theDepositor, the Servicer or the Administrator reimburses the Issuer in an amountsufficient to offset any such effective yield reduction made by the Servicerconsistent with such customary servicing procedures as it follows with respectto comparable student loans which it services on behalf of the SLM Corporationor any of its Affiliates. The Eligible Lender Trustee, on behalf of the Issuer,hereby grants a power of attorney and all necessary authorization to theServicer to maintain any and all collection procedures with respect to the TrustStudent Loans, including filing, pursuing and recovering claims with theGuarantors for Guarantee Payments and with the Department for Interest SubsidyPayments and Special Allowance Payments and taking any steps to enforce suchTrust Student Loans such as commencing a legal proceeding to enforce a TrustStudent Loan in the names of the Issuer, the Eligible Lender Trustee, theIndenture Trustee, and the Noteholders. The Eligible Lender Trustee shall uponthe written request of the Servicer furnish the Servicer with any other powersof attorney and other documents reasonably necessary or appropriate to enablethe Servicer to carry out its servicing and administrative duties hereunder.

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SECTION 3.2 Collection of Trust Student Loan Payments.

A. The Servicer shall make reasonable efforts (including allefforts that may be specified under the Higher Education Act or any GuaranteeAgreement) to collect all payments called for under the terms and provisions ofthe Trust Student Loans as and when the same shall become due and shall followsuch collection procedures as it follows with respect to similar student loansthat it services on behalf of SLM Corporation or any of its Affiliates. TheServicer shall allocate collections with respect to the Trust Student Loansbetween principal, interest and fees in accordance with Section 2.5 of theAdministration Agreement. The Servicer may in its discretion waive any latepayment charge or any other fees that may be collected in the ordinary course ofservicing a Trust Student Loan. The Servicer may, at its option, retain any latepayment charges that it collects.

B. The Servicer shall make reasonable efforts to claim, pursueand collect all Guarantee Payments from the Guarantors pursuant to the GuaranteeAgreements with respect to any of the Trust Student Loans as and when the sameshall become due and payable, shall comply with all applicable laws andagreements with respect to claiming, pursuing and collecting such payments andshall follow such practices and procedures as it follows with respect tocomparable guarantee agreements and student loans that it services on behalf ofSLM Corporation or any of its Affiliates. In connection therewith, the Serviceris hereby authorized and empowered to convey to any Guarantor the note and therelated Trust Student Loan File representing any Trust Student Loan inconnection with submitting a claim to such Guarantor for a Guarantee Payment inaccordance with the terms of the applicable Guarantee Agreement. All amounts socollected by the Servicer shall constitute Available Funds for the applicableCollection Period and shall be deposited into the Collection Account ortransferred to the Administrator in accordance with Section 2.4 of theAdministration Agreement. The Eligible Lender Trustee shall, upon the writtenrequest of the Servicer, furnish the Servicer with any power of attorney andother documents necessary or appropriate to enable the Servicer to convey suchdocuments to any Guarantor and to make such claims.

C. The Servicer on behalf of the Eligible Lender Trustee shall,on behalf of the Issuer, make reasonable efforts to claim, pursue and collectall Interest Subsidy Payments and Special Allowance Payments from the Departmentwith respect to any of the Trust Student Loans as and when the same shall becomedue and payable, shall comply with all applicable laws and agreements withrespect to claiming, pursuing and collecting such payments and shall follow suchpractices and procedures as the Servicer follows with respect to similar studentloans that it services on behalf of the SLM Corporation or any of itsAffiliates. All amounts so collected by the Servicer shall constitute AvailableFunds for the applicable Collection Period and shall be deposited into theCollection Account or transferred to the Administrator in accordance with



Section 2.4 of the Administration Agreement. In connection therewith, theServicer shall prepare and file with the Department on a timely basis all claimsforms and other documents and filings necessary or appropriate in connectionwith the claiming of Interest Subsidy Payments and

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Special Allowance Payments on behalf of the Eligible Lender Trustee and shallotherwise assist the Eligible Lender Trustee in pursuing and collecting suchInterest Subsidy Payments and Special Allowance Payments from the Department.The Eligible Lender Trustee shall upon the written request of the Servicerfurnish the Servicer with any power of attorney and other documents reasonablynecessary or appropriate to enable the Servicer to prepare and file such claimsforms and other documents and filings.

SECTION 3.3 Realization upon Trust Student Loans. For the benefit of the Issuer,the Servicer shall use reasonable efforts consistent with its servicingpractices and procedures that it utilizes with respect to comparable studentloans that it services on behalf of SLM Corporation or any of its Affiliates andincluding all efforts that may be specified under the Higher Education Act orGuarantee Agreement in its servicing of any delinquent Trust Student Loans.

SECTION 3.4 No Impairment. The Servicer shall not impair the rights of theIssuer, the Eligible Lender Trustee, the Indenture Trustee, or Noteholders insuch Trust Student Loans.

SECTION 3.5 Purchase of Trust Student Loans; Reimbursement.

A. The Servicer, the Administrator, the Eligible Lender Trusteeand the Indenture Trustee shall give notice to the other parties promptly, inwriting, upon the discovery of any breach of the provisions of Section 3.1, 3.2,3.3 or 3.4 which has a material adverse effect on the interest of the Issuer. Inthe event of such a material breach which is not curable by reinstatement of theGuarantor's guarantee of such Trust Student Loan, the Servicer shall purchasethe affected Trust Student Loan not later than 120 days following the earlier ofthe date of discovery of such material breach and the date of receipt of theGuarantor reject transmittal form with respect to such Trust Student Loan. Inthe event of a material breach with respect to such Trust Student Loan which iscurable by reinstatement of the Guarantor's guarantee of such Trust StudentLoan, unless the material breach shall have been cured within 360 days followingthe earlier of the date of discovery of such material breach and the date ofreceipt of the Guarantor reject transmittal form with respect to such TrustStudent Loan, the Servicer shall purchase such Trust Student Loan not later thanthe sixtieth day following the end of such 360-day period. The purchase pricehereunder will be the unpaid principal amount of such Trust Student Loan plusaccrued interest (calculated using the applicable percentage that would havebeen insured pursuant to Section 428(b)(1)(G) of the Higher Education Act) plusan amount equal to all forfeited Interest Subsidy Payments and Special AllowancePayments with respect to such Trust Student Loan. In consideration of thepurchase of any such Trust Student Loan pursuant to this Section 3.5, theServicer shall remit the Purchase Amount in the manner and at the time specifiedin Section 2.6 of the Administration Agreement. Any breach that relates tocompliance with the requirements of the Higher Education Act or of theapplicable Guarantor but that does not affect such Guarantor's obligation toguarantee payments of a Trust Student Loan will not be considered to have amaterial adverse effect for purposes of this Section 3.5A.

B. In addition, if any breach of Section 3.1, 3.2, 3.3 or 3.4 bythe Servicer does not trigger such purchase obligation but does result in therefusal by a Guarantor to guarantee all or a portion of the accrued interest (orany obligation of the Issuer to repay such interest to a Guarantor), or the loss(including any obligation of the Issuer to repay to the Department) of InterestSubsidy Payments and Special Allowance Payments, with respect to any TrustStudent

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Loan affected by such breach, then the Servicer shall reimburse the Issuer in anamount equal to the sum of all such nonguaranteed interest amounts that wouldhave been owed to the Issuer by the Guarantor but for such breach by theServicer and such forfeited Interest Subsidy Payments or Special AllowancePayments by netting such sum against the Servicing Fee payable to the Servicerfor such period and remitting any additional amounts owed in the manner



specified in Section 2.6 of the Administration Agreement not later than (i) thelast day of the next Collection Period ending not less than 60 days from thedate of the Guarantor's refusal to guarantee all or a portion of accruedinterest or loss of Interest Subsidy Payments or Special Allowance Payments, or(ii) in the case where the Servicer reasonably believes such amounts are likelyto be collected, not later than the last day of the next Collection Periodending not less than 360 days from the date of the Guarantor's refusal toguarantee all or a portion of accrued interest or loss of Interest SubsidyPayments or Special Allowance Payments. At the time such payment is made, theServicer shall not be required to reimburse the Issuer for interest that is thencapitalized, however, such amounts shall be reimbursed if the borrowersubsequently defaults and such capitalized interest is not paid by theGuarantor.

C. Anything in this Section 3.5 to the contrary notwithstanding,if as of the last Business Day of any month the aggregate outstanding principalamount of Trust Student Loans with respect to which claims have been filed withand rejected by a Guarantor or with respect to which the Servicer determinesthat claims cannot be filed pursuant to the Higher Education Act as a result ofa breach by the Servicer or the Depositor, exceeds 1% of the Pool Balance, theServicer or the Seller, as appropriate, shall purchase, within 30 days of awritten request of the Eligible Lender Trustee or Indenture Trustee, suchaffected Trust Student Loans in an aggregate principal amount such that aftersuch purchase the aggregate principal amount of such affected Trust StudentLoans is less than 1% of the Pool Balance. The Trust Student Loans to bepurchased by the Servicer or the Depositor pursuant to the preceding sentenceshall be based on the date of claim rejection (or date of notice referred to inthe first sentence of this Section 3.5) with the Trust Student Loans with theearliest such date to be purchased first.

D. In lieu of repurchasing Trust Student Loans pursuant to thisSection 3.5, the Servicer may, at its option, with the prior consent of theAdministrator, substitute Student Loans or arrange for the substitution ofStudent Loans which are substantially similar as of the date of substitution onan aggregate basis to the Trust Student Loans for which they are beingsubstituted with respect to the following characteristics:

(1) status (i.e., in-school, grace, deferment,forbearance or repayment),

(2) program type (i.e., unsubsidized or subsidizedConsolidation Loans (pre-1993 vs. post-1993)),

(3) school type,

(4) total return,

(5) principal balance, and

(6) remaining term to maturity.

In addition, each substituted Student Loan shall comply, as of the date ofsubstitution, with the representations and warranties made by the Depositor inthe Sale Agreement. In choosing

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Student Loans to be substituted pursuant to this subsection D, the Servicershall make a reasonable determination that the Student Loans to be substitutedwill not have a material adverse effect on the Noteholders or any SwapCounterparty.

In the event the Servicer elects to substitute Student Loans pursuantto this Section 3.5 and the Administrator consents to such substitution, theServicer will remit to the Administrator the amount of any shortfall between thePurchase Amount of the substituted Student Loans and the Purchase Amount of theTrust Student Loans for which they are being substituted. The Servicer shallalso remit to the Administrator an amount equal to all nonguaranteed interestamounts that would have been owed to the Issuer by the Guarantor but for thebreach of the Servicer and forfeited Interest Subsidy Payments and SpecialAllowance Payments with respect to the Trust Student Loans in the mannerprovided in Section 2.6 of the Administration Agreement.

E. The sole remedy of the Issuer, the Eligible Lender Trustee,the Indenture Trustee and the Noteholders with respect to a breach pursuant to



Section 3.1, 3.2, 3.3 or 3.4 shall be to require the Servicer to purchase TrustStudent Loans, to reimburse the Issuer as provided above or to substituteStudent Loans pursuant to this Section.

F. The Eligible Lender Trustee shall have no duty to conduct anyaffirmative investigation as to the occurrence of any condition requiring thepurchase of any Trust Student Loan or the reimbursement for any interest penaltypursuant to this Section 3.5.

G. The Servicer shall not be deemed to have breached itsobligations pursuant to Section 3.1, 3.2, 3.3 or 3.4 if it is rendered unable toperform such obligations, in whole or in part, by a force outside the control ofthe parties hereto (including acts of God, acts of war, fires, earthquakes,hurricanes, floods and other disasters). The Servicer shall diligently performits duties under this Agreement as soon as practicable following the terminationof such interruption of business.

SECTION 3.6 Primary Servicing Fee; Carryover Servicing Fee. The PrimaryServicing Fee for each calendar month and any Carryover Servicing Fees payableon any Distribution Date in arrears by the Issuer shall be equal to the amountsdetermined by reference to the schedule of fees attached hereto as Attachment A.Notwithstanding anything to the contrary contained herein or in any other BasicDocument, the Servicer shall be entitled to receive any Carryover Servicing Feeon any Distribution Date only if and to the extent that sufficient funds areavailable pursuant to Section 2.8(l) of the Administration Agreement.

SECTION 3.7 Access to Certain Documentation and Information Regarding TrustStudent Loans. Upon reasonable prior notice, the Servicer shall provide to theAdministrator and its agents access to the Trust Student Loan Files and shallpermit the Administrator to examine and make copies of, and abstracts from, therecords and books of account of the Servicer relating to the Trust Student Loansand shall permit the Administrator to undertake periodic site reviews of theServicer's operations relating to the servicing of the Trust Student Loans(including on the premises of any agent of the Servicer). Reasonable accessshall be afforded to the Administrator

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without charge, but only upon reasonable request and during the normal businesshours at the respective offices of the Servicer. Nothing in this Section shallaffect the obligation of the Servicer to observe any applicable law prohibitingdisclosure of information regarding the Obligors and the failure of the Servicerto provide access to information as a result of such obligation shall notconstitute a breach of this Section.

SECTION 3.8 Servicer Expenses. The Servicer shall be required to pay allexpenses incurred by it in connection with its activities hereunder, includingfees and disbursements of independent accountants, taxes imposed on the Servicerand expenses incurred in connection with distributions and reports to theAdministrator, provided, however, the Carryover Servicing Fee will be subject toincrease agreed to by the Administrator, the Eligible Lender Trustee and theServicer to the extent that a demonstrable and significant increase occurs inthe costs incurred by the Servicer in providing the services to be providedhereunder, whether due to changes in applicable governmental regulations,Guarantor program requirements or regulations or postal rates. Notwithstandinganything to the contrary contained herein, the Servicer may, at its option,collect fees from the Borrowers in connection with sending payment histories andamortization schedules to Borrowers, faxing documents to Borrowers, providingcredit reference letters to Borrowers, providing a "speed pay" payment option toBorrowers and for other similar optional services requested by a Borrower andmay retain such fees. The Servicer may also, at its option, collect fees fromBorrowers for returned check processing or other insufficient fund transactionsand may assess such fees from the Borrower's Trust Student Loan payment andretain such fees.

SECTION 3.9 Appointment of Subservicer. The Servicer may at any time, upon thewritten consent of the Administrator, appoint a subservicer to perform all orany portion of its obligations as Servicer hereunder; provided, however, thatany applicable Rating Agency Condition shall have been satisfied in connectiontherewith; provided, further, that the Servicer shall remain obligated and beliable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee and theNoteholders for the servicing and administering of the Trust Student Loans inaccordance with the provisions hereof without diminution of such obligation andliability by virtue of the appointment of such subservicer and to the sameextent and under the same terms and conditions as if the Servicer alone were



servicing and administering the Trust Student Loans. The fees and expenses ofthe subservicer shall be as agreed between the Servicer and its subservicer fromtime to time and none of the Issuer, the Eligible Lender Trustee, the IndentureTrustee or the Noteholders shall have any responsibility therefor. With respectto satisfying the Rating Agency Condition referred to above, the term"subservicer" shall be deemed not to include systems providers, systemsdevelopers or systems maintenance contractors, collection agencies, creditbureaus, lock box providers, mail service providers and other similar types ofservice providers.

SECTION 3.10 Reports. With respect to Trust Student Loans, the Servicer shallprepare reports and data and furnish the following information to the Issuer,the Administrator, the Eligible Lender Trustee and the Indenture Trustee, unlessotherwise noted, at the specified times:

(a) The reports and data listed in Attachment C, at the timesindicated in the attachment;

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(b) Within 30 days following the end of each calendar quarter, tothe Department, owner's request for interest and SpecialAllowance Payments (ED 799);

(c) To credit bureaus selected by Servicer, credit bureaureporting in accordance with the Higher Education Act;

(d) At any time the Eligible Lender Trustee or the IndentureTrustee, as the case may be, shall have reasonable grounds tobelieve that such request would be necessary in connectionwith its performance of its duties under related documents,and within five (5) Business Days of receipt of a requesttherefor, the Servicer shall furnish to the Eligible LenderTrustee or to the Indenture Trustee a list of all TrustStudent Loans (by borrower loan identification number, typeand outstanding principal balance) and any additionalinformation requested relating to the Trust Student Loans; and

(e) From time to time as may be reasonably requested, reports anddata providing additional information on the Trust StudentLoans.

SECTION 3.11 Covenants and Agreements of the Issuer, Administrator, EligibleLender Trustee and Servicer. The Issuer, the Administrator, the Servicer and theEligible Lender Trustee each agree that:

A. Any payment and any communications received at any time by theIssuer, Administrator and the Eligible Lender Trustee with respect to a TrustStudent Loan shall be immediately transmitted to the Servicer. Suchcommunications shall include, but not be limited to, requests or notices of loancancellation, notices of borrower disqualification, letters, changes in addressor status, notices of death or disability, notices of bankruptcy and formsrequesting deferment of repayment or forbearance.

B. The Servicer may change any part or all of its equipment, dataprocessing programs and any procedures and forms in connection with the servicesperformed hereunder so long as the Servicer continues to service the TrustStudent Loans in conformance with the requirements herein. The Servicer shallnot make any material change in its servicing system and operations with respectto the Trust Student Loans without the prior written consent of theAdministrator, which consent will not be unreasonably withheld. Each writtenrequest for consent by the Servicer shall be acted upon promptly by theAdministrator. Anything in this paragraph B to the contrary notwithstanding, theServicer will not be required to request the consent of the Administrator withrespect to any changes in the Servicer's servicing system and operations whichthe Servicer reasonably determines are required due to changes in the HigherEducation Act or Guarantor program requirements.

C. The Eligible Lender Trustee will furnish the Servicer with a copy ofany and all Guarantee Agreements relating to the Trust Student Loans servicedhereunder.

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D. The Servicer may and, at the direction of the Administrator, shall



include marketing or informational material generally provided to borrowers ofloans owned by the Student Loan Marketing Association with communications sentto a borrower.

E. The Servicer may, in its discretion, if requested by a borrower of aTrust Student Loan, arrange for the sale of such Trust Student Loan to anotherlender which holds another student loan of such borrower at a price not lessthan the Purchase Amount.

F. The Servicer shall arrange for the sale of a Trust Student Loan toeither the Student Loan Marketing Association or SLM Education Loan Corp. uponreceipt of notice from the Student Loan Marketing Association or SLM EducationLoan Corp., as applicable, that it has received an executed consolidation loanapplication from the borrower of the related Trust Student Loan or a requestfrom the borrower to add additional loans to such Trust Student Loan aspermitted under the Higher Education Act. The sale price for such Trust StudentLoan shall equal the Purchase Amount.

SECTION 3.12 Special Programs. The Servicer shall offer borrowers of the TrustStudent Loans all special programs (e.g., Great Returns(sm) and DirectRepay(sm)), whether or not in existence as of the date of this Agreement,generally offered to the obligors of similar loans owned by SLM Corporation orany of its Affiliates and serviced by the Servicer; provided, however, to theextent any such program is not required by the Higher Education Act andeffectively reduces the borrower interest rate or principal balances on theTrust Student Loans, such special program shall be applied to the Trust StudentLoans only if and to the extent the Issuer receives payment from the holder ofthe Excess Distribution Certificate, the Depositor, the Servicer or theAdministrator (and the Servicer receives notice of such payment) in an amountsufficient to offset such effective yield reductions. Each of the holder of theExcess Distribution Certificate, the Depositor, the Servicer and theAdministrator shall be deemed to be a third party beneficiary of this Section3.12 and shall make appropriate arrangements to compensate the Servicer forincreased costs associated with material changes to existing special programs orthe implementation and support of any new special programs.

SECTION 3.13 Financial Statements. The Servicer shall provide to theAdministrator at any time that the Servicer is not an Affiliate of theAdministrator (a) as soon as possible, and in no event more than 120 days afterthe end of each fiscal year of the Servicer, audited financials as at the end ofand for such year and (b) as soon as possible, and in no event more than 30 daysafter the end of each quarterly accounting period of the Servicer, unauditedfinancials as at the end of and for such period.

SECTION 3.14 Insurance. The Servicer shall maintain or cause to be maintainedinsurance with respect to its property and business against such casualties andcontingencies and of such types and in such amounts as is customary in the caseof institutions of the same type and size.

SECTION 3.15 Administration Agreement. The Servicer agrees to perform all dutiesrequired of the Servicer under the Administration Agreement using that degree ofskill and attention that the Servicer exercises with respect to its comparablebusiness activities.

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SECTION 3.16 Lender Identification Number. The Eligible Lender Trustee maypermit trusts, other than the Issuer, established by the Depositor to securitizestudent loans, to use the Department lender identification number applicable tothe Issuer if the servicing agreements with respect to such other trusts includeprovisions substantially similar to this paragraph. In such event, the Servicermay claim and collect Interest Subsidy Payments and Special Allowance Paymentswith respect to Trust Student Loans and student loans in such other trusts usingsuch common lender identification number. Notwithstanding anything herein or inthe Basic Documents to the contrary, any amounts assessed against payments(including, but not limited to, Interest Subsidy Payments and Special AllowancePayments) due from the Department to any such other trust using such commonlender identification number as a result of amounts owing to the Department fromthe Issuer will be deemed for all purposes hereof and of the Basic Documents(including for purposes of determining amounts paid by the Department withrespect to the student loans in the Trust and such other trust) to have beenassessed against the Issuer and shall be deducted by the Administrator or theServicer and paid to such other trust from any collections made by them whichwould otherwise have been payable to the Collection Account for the Issuer. Anyamounts assessed against payments due from the Department to the Issuer as aresult of amounts owing to the Department from such other trust using such



common lender identification number will be deemed to have been assessed againstsuch other trust and will be deducted by the Administrator or the Servicer fromany collections made by them which would otherwise be payable to the collectionaccount for such other trust and paid to the Issuer.

ARTICLE IV

SECTION 4.1 Representations of Servicer. The Servicer makes the followingrepresentations on which the Issuer is deemed to have relied in acquiring(through the Eligible Lender Trustee) the Trust Student Loans and appointing theServicer as servicer hereunder. The representations speak as of the executionand delivery of this Agreement and as of the Closing Date, but shall survive thesale, transfer and assignment of the Trust Student Loans to the Eligible LenderTrustee on behalf of the Issuer and the pledge thereof to the Indenture Trusteepursuant to the Indenture.

A. Organization and Good Standing. The Servicer is duly organized andvalidly existing as a corporation formed under the laws of the State of Delawareand in good standing under the laws of the State of Delaware, with the power andauthority to own its properties and to conduct its business as such propertiesare currently owned and such business is presently conducted, and had at allrelevant times, and has, the power, authority and legal right to service theTrust Student Loans and to hold the Trust Student Loan Files as custodian.

B. Due Qualification. The Servicer is duly qualified to do business andhas obtained all necessary licenses and approvals in all jurisdictions in whichthe ownership or lease of property or the conduct of its business (including theservicing of the Trust Student Loans as required by this Agreement) shallrequire such qualifications.

C. Power and Authority. The Servicer has the power and authority toexecute and deliver this Agreement and to carry out its terms; and theexecution, delivery and performance of

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this Agreement have been duly authorized by the Servicer by all necessaryaction. No registration with or approval of any governmental agency is requiredfor the due execution and delivery by, and enforceability against, the Servicerof this Agreement.

D. Binding Obligation. This Agreement constitutes a legal, valid andbinding obligation of the Servicer enforceable in accordance with its termssubject to bankruptcy, insolvency and other similar laws affecting creditors'rights generally and subject to equitable principles.

E. No Violation. The consummation of the transactions contemplated bythis Agreement and the fulfillment of the terms hereof will not conflict with,result in any breach of any of the terms and provisions of, nor constitute (withor without notice or lapse of time or both) a default under, the bylaws of theServicer, or any indenture, agreement or other instrument to which the Serviceris a party or by which it shall be bound; nor result in the creation orimposition of any Lien upon any of its properties pursuant to the terms of anysuch indenture, agreement or other instrument (other than this Agreement and theother Basic Documents); nor violate any law or, to the best of the Servicer'sknowledge, any order, rule or regulation applicable to the Servicer of any courtor of any Federal or state regulatory body, administrative agency or othergovernmental instrumentality having jurisdiction over the Servicer or itsproperties.

F. No Proceedings. There are no proceedings or investigations pending,or, to the Servicer's best knowledge, threatened, before any court, regulatorybody, administrative agency or other governmental instrumentality havingjurisdiction over the Servicer or its properties: (i) asserting the invalidityof this Agreement or any of the other Basic Documents to which the Servicer is aparty, (ii) seeking to prevent the consummation of any of the transactionscontemplated by this Agreement or any of the other Basic Documents to which theServicer is a party, (iii) seeking any determination or ruling that couldreasonably be expected to have a material and adverse effect on the performanceby the Servicer of its obligations under, or the validity or enforceability of,this Agreement or any of the other Basic Documents to which the Servicer is aparty, or (iv) relating to the Servicer and which might adversely affect theFederal or state income tax attributes of the Notes.

SECTION 4.2 Indemnities of Servicer. The Servicer shall be liable in accordanceherewith only to the extent of the obligations specifically undertaken by the



Servicer under this Agreement.

The Servicer shall pay for any loss, liability or expense, includingreasonable attorneys' fees, that may be imposed on, incurred by or assertedagainst the Issuer or the Eligible Lender Trustee by the Department pursuant tothe Higher Education Act, to the extent that such loss, liability or expensearose out of, or was imposed upon the Issuer through, the negligence, willfulmisfeasance or bad faith of the Servicer in the performance of its obligationsand duties under this Agreement or by reason of the reckless disregard of itsobligations and duties under this Agreement, where the final determination thatany such loss, liability or expense arose out of, or was imposed upon the Issueror the Eligible Lender Trustee through, any such negligence, willfulmisfeasance, bad faith or recklessness on the part of the Servicer isestablished by a court of law, by an arbitrator or by way of settlement agreedto by the Servicer. Notwithstanding the

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foregoing, if the Servicer is rendered unable, in whole or in part, by a forceoutside the control of the parties hereto (including acts of God, acts of war,fires, earthquakes, hurricanes, floods and other disasters) to satisfy itsobligations under this Agreement, the Servicer shall not be deemed to havebreached any such obligation upon delivery of written notice of such event tothe other parties hereto, for so long as the Servicer remains unable to performsuch obligation as a result of such event.

For purposes of this Section, in the event of the termination of therights and obligations of Sallie Mae, Inc. (or any successor thereto pursuant toSection 4.3) as Servicer pursuant to Section 5.1, or a resignation by suchServicer pursuant to this Agreement, such Servicer shall be deemed to be theServicer pending appointment of a successor Servicer pursuant to Section 5.2.

Liability of the Servicer under this Section shall survive theresignation or removal of the Eligible Lender Trustee or the Indenture Trusteeor the termination of this Agreement. If the Servicer shall have made anypayments pursuant to this Section and the Person to or on behalf of whom suchpayments are made thereafter collects any of such amounts from others, suchPerson shall promptly repay such amounts to the Servicer, without interest.

SECTION 4.3 Merger or Consolidation of, or Assumption of the Obligations of,Servicer. The Servicer hereby agrees that, upon (a) any merger or consolidationof the Servicer into another Person, (b) any merger or consolidation to whichthe Servicer shall be a party resulting in the creation of another Person or (c)any Person succeeding to the properties and assets of the Servicer substantiallyas a whole, the Servicer shall (i) cause such Person (if other than theServicer) to execute an agreement which states expressly that such Personassumes every obligation of the Servicer hereunder, (ii) deliver to the EligibleLender Trustee and Indenture Trustee an Officers' Certificate and an Opinion ofCounsel each stating that such consolidation, merger or succession and suchagreement of assumption comply with this Section and that all conditionsprecedent provided for in this Agreement relating to such transaction have beencomplied with, (iii) cause the Rating Agency Condition to have been satisfiedwith respect to such transaction and (iv) cure any existing Servicer Default orany continuing event which, after notice or lapse of time or both, would becomea Servicer Default. Upon compliance with the foregoing requirements, such Personshall be the successor to the Servicer under this Agreement without further acton the part of any of the parties to this Agreement.

SECTION 4.4 Limitation on Liability of Servicer. The Servicer shall not be underany liability to the Issuer, the Noteholders, any Swap Counterparty, theAdministrator, the Eligible Lender Trustee or the Indenture Trustee except asprovided under this Agreement, for any action taken or for refraining from thetaking of any action pursuant to this Agreement, for errors in judgment, for anyincorrect or incomplete information provided by schools, borrowers, Guarantorsand the Department, for the failure of any party to this Servicing Agreement orany other Basic Document to comply with its respective obligations hereunder orunder any other Basic Document or for any losses attributable to the insolvencyof any Guarantor; provided, however, that this provision shall not protect theServicer against its obligation to purchase Student Loans from the Trustpursuant to Section 3.5 or to pay to the Trust amounts required pursuant toSection 3.5 or against any liability that would otherwise be imposed by reasonof willful

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misfeasance, bad faith or negligence in the performance of duties or by reasonof reckless disregard of obligations and duties under this Agreement. TheServicer may rely in good faith on any document of any kind prima facie properlyexecuted and submitted by any person respecting any matters arising under thisAgreement.

Except as provided in this Agreement, the Servicer shall not be underany obligation to appear in, prosecute or defend any legal action where it isnot named as a party; provided, however, that the Servicer may undertake anyreasonable action that it may deem necessary or desirable in respect of thisAgreement and the other Basic Documents and the rights and duties of the partiesto this Agreement and the other Basic Documents and the interests of theNoteholders. To the extent that the Servicer is required to appear in or is madea defendant in any legal action or other proceeding relating to the servicing ofthe Trust Student Loans, the Issuer shall indemnify and hold the Servicerharmless from all cost, liability or expense of the Servicer not arising out ofor relating to the failure of the Servicer to comply with the terms of thisAgreement.

SECTION 4.5 Sallie Mae, Inc. Not to Resign as Servicer. Subject to theprovisions of Section 4.3, Sallie Mae, Inc. shall not resign from theobligations and duties hereby imposed on it as Servicer under this Agreementexcept upon determination that the performance of its duties under thisAgreement are no longer permissible under applicable law. Notice of any suchdetermination permitting the resignation of Sallie Mae, Inc. shall becommunicated to the Eligible Lender Trustee and the Indenture Trustee at theearliest practicable time (and, if such communication is not in writing, shallbe confirmed in writing at the earliest practicable time) and any suchdetermination shall be evidenced by an Opinion of Counsel to such effectdelivered to the Eligible Lender Trustee and the Indenture Trustee concurrentlywith or promptly after such notice. No such resignation shall become effectiveuntil the Indenture Trustee or a successor Servicer shall have assumed theresponsibilities and obligations of Sallie Mae, Inc. in accordance with Section5.2.

ARTICLE V

SECTION 5.1 Servicer Default. If any one of the following events (a "ServicerDefault") shall occur and be continuing:

(1) any failure by the Servicer (i) to deliver to theIndenture Trustee for deposit in the Trust Accountsany payment required by the Basic Documents to whichthe Servicer is a signatory or (ii) in the event thatdaily deposits into the Collection Account are notrequired, to deliver to the Administrator any paymentrequired by the Basic Documents, which failure incase of either clause (i) or (ii) continuesunremedied for five Business Days after writtennotice of such failure is received by the Servicerfrom the Eligible Lender Trustee, the IndentureTrustee or the Administrator or five Business Daysafter discovery of such failure by an officer of theServicer; or

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(2) any failure by the Servicer duly to observe or toperform in any material respect any other covenant oragreement of the Servicer set forth in this Agreementor any other Basic Document to which the Servicer isa signatory, which failure shall (i) materially andadversely affect the rights of the Indenture Trustee,on behalf of the Noteholders and any Cross CurrencySwap Counterparty, or the Noteholders and (ii)continues unremedied for a period of 60 days afterthe date on which written notice of such failure,requiring the same to be remedied, shall have beengiven (A) to the Servicer by the Indenture Trustee,the Eligible Lender Trustee or the Administrator or(B) to the Servicer, and to the Indenture Trustee andthe Eligible Lender Trustee by the Noteholdersrepresenting at least a majority of the OutstandingAmount of the Notes; provided, however, any breach ofSections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a



Servicer Default so long as the Servicer is incompliance with its repurchase and reimbursementobligations under Section 3.5; or

(3) an Insolvency Event occurs with respect to theServicer; or

(4) any failure by the Servicer to comply with anyrequirements under the Higher Education Act resultingin a loss of its eligibility as a third-partyservicer;

then, and in each and every case, so long as the Servicer Default shall not havebeen remedied, either the Indenture Trustee, or the Noteholders of Notesevidencing at least a majority of the Outstanding Amount of the Notes, by noticethen given in writing to the Servicer (and to the Indenture Trustee and theEligible Lender Trustee if given by the Noteholders) may terminate all therights and obligations (other than the obligations set forth in Section 3.5 andSection 4.2) of the Servicer under this Agreement. As of the effective date oftermination of the Servicer, all authority and power of the Servicer under thisAgreement, whether with respect to the Notes or the Trust Student Loans orotherwise, shall, without further action, pass to and be vested in the IndentureTrustee or such successor Servicer as may be appointed under Section 5.2. Thepredecessor Servicer shall cooperate with the successor Servicer, the IndentureTrustee and the Eligible Lender Trustee in effecting the termination of theresponsibilities and rights of the predecessor Servicer under this Agreement,including the transfer to the successor Servicer for administration by it of allcash amounts that shall at the time be held by the predecessor Servicer fordeposit, or shall thereafter be received by it with respect to a Trust StudentLoan. All reasonable costs and expenses (including attorneys' fees) incurred inconnection with transferring the Trust Student Loan Files to the successorServicer and amending this Agreement and any other Basic Documents to reflectsuch succession as Servicer pursuant to this Section shall be paid by thepredecessor Servicer (other than the Indenture Trustee acting as the Servicerunder this Section 5.1) upon presentation of reasonable documentation of suchcosts and expenses. Upon receipt of notice of the occurrence of a ServicerDefault, the Eligible Lender Trustee shall give notice thereof to the RatingAgencies.

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SECTION 5.2 Appointment of Successor.

A. Upon receipt by the Servicer of notice of termination pursuant toSection 5.1, or the resignation by the Servicer in accordance with the terms ofthis Agreement, the predecessor Servicer shall continue to perform its functionsas Servicer under this Agreement, in the case of termination, only until thedate specified in such termination notice or, if no such date is specified in anotice of termination, until receipt of such notice and, in the case ofresignation, until the Indenture Trustee or a successor Servicer shall haveassumed the responsibilities and duties of Sallie Mae, Inc. In the event of thetermination hereunder of the Servicer, the Issuer shall appoint a successorServicer acceptable to the Indenture Trustee, and the successor Servicer shallaccept its appointment by a written assumption in form acceptable to theIndenture Trustee. In the event that a successor Servicer has not been appointedat the time when the predecessor Servicer has ceased to act as Servicer inaccordance with this Section, the Indenture Trustee without further action shallautomatically be appointed the successor Servicer and the Indenture Trusteeshall be entitled to the Servicing Fee and any Carryover Servicing Fees.Notwithstanding the above, the Indenture Trustee shall, if it shall be unwillingor legally unable so to act, appoint or petition a court of competentjurisdiction to appoint any established institution whose regular business shallinclude the servicing of student loans, as the successor to the Servicer underthis Agreement; provided, however, that such right to appoint or to petition forthe appointment of any such successor Servicer shall in no event relieve theIndenture Trustee from any obligations otherwise imposed on it under the BasicDocuments until such successor has in fact assumed such appointment.

B. Upon appointment, the successor Servicer (including the IndentureTrustee acting as successor Servicer) shall be the successor in all respects tothe predecessor Servicer and shall be subject to all the responsibilities,duties and liabilities placed on the predecessor Servicer that arise thereafteror are related thereto and shall be entitled to an amount agreed to by suchsuccessor Servicer (which shall not exceed the Servicing Fee unless the RatingAgency Condition is satisfied with respect to such compensation arrangements)and all the rights granted to the predecessor Servicer by the terms and



provisions of this Agreement.

C. Notwithstanding the foregoing or anything to the contrary herein orin the other Basic Documents, the Indenture Trustee, to the extent it is actingas successor Servicer pursuant hereto and thereto, shall be entitled to resignto the extent a qualified successor Servicer has been appointed and has assumedall the obligations of the Servicer in accordance with the terms of thisAgreement and the other Basic Documents.

SECTION 5.3 Notification to Noteholders. Upon any termination of, or appointmentof a successor to, the Servicer pursuant to this Article V, the IndentureTrustee shall give prompt written notice thereof to Noteholders and the RatingAgencies (which, in the case of any such appointment of a successor, shallconsist of prior written notice thereof to the Rating Agencies).

SECTION 5.4 Waiver of Past Defaults. The Noteholders of Notes evidencing atleast a majority of the Outstanding Amount of the Notes may, on behalf of allNoteholders, waive in writing any default by the Servicer in the performance ofits obligations hereunder and any consequences

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thereof, except a default in making any required deposits to or payments fromany of the Trust Accounts (or giving instructions regarding the same) inaccordance with this Agreement. Upon any such waiver of a past default, suchdefault shall cease to exist, and any Servicer Default arising therefrom shallbe deemed to have been remedied for every purpose of this Agreement and theAdministration Agreement. No such waiver shall extend to any subsequent or otherdefault or impair any right consequent thereto.

ARTICLE VI

SECTION 6.1 Amendment.

A. This Agreement may be amended by the Servicer, the Issuer, theAdministrator, the Eligible Lender Trustee and the Indenture Trustee, withoutthe consent of any of the Noteholders, to comply with any change in anyapplicable federal or state law, to cure any ambiguity, to correct or supplementany provisions in this Agreement or for the purpose of adding any provisions toor changing in any manner or eliminating any of the provisions in thisAgreement; provided, however, that such action shall not, as evidenced by anOpinion of Counsel delivered to the Eligible Lender Trustee and the IndentureTrustee, adversely affect in any material respect the interests of anyNoteholder.

B. This Agreement may also be amended from time to time by theServicer, the Issuer, the Administrator, the Eligible Lender Trustee and theIndenture Trustee, with the consent of the Noteholders of Notes evidencing atleast a majority of the Outstanding Amount of the Notes, for the purpose ofadding any provisions to or changing in any manner or eliminating any of theprovisions of this Agreement or of modifying in any manner the rights of theNoteholders; provided, however, that no such amendment shall (a) increase orreduce in any manner the amount of, or accelerate or delay the timing of,collections of payments with respect to Trust Student Loans or distributionsthat shall be required to be made for the benefit of the Noteholders or (b)reduce the aforesaid percentage of the Outstanding Amount of the Notes, theNoteholders of which are required to consent to any such amendment, without theconsent of all outstanding Noteholders.

It shall not be necessary for the consent of Noteholders pursuant toparagraph B to approve the particular form of any proposed amendment or consent,but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution of any amendment to this Agreement (or, inthe case of the Rating Agencies, fifteen days prior thereto), the EligibleLender Trustee shall furnish written notification of the substance of suchamendment to the Indenture Trustee and each of the Rating Agencies.

Prior to the execution of any amendment to this Agreement, the EligibleLender Trustee and the Indenture Trustee shall be entitled to receive and relyupon an Opinion of Counsel stating that the execution of such amendment isauthorized or permitted by this Agreement. The

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Indenture Trustee may, but shall not be obligated to, execute and deliver suchamendment which affects its rights, powers, duties or immunities hereunder.

SECTION 6.2 Notices. All notices hereunder shall be given by United Statescertified or registered mail, by telegram or by other telecommunication devicecapable of creating written record of such notice and its receipt. Noticeshereunder shall be effective when received and shall be addressed to therespective parties hereto at the addresses set forth below, or at such otheraddress as shall be designated by any party hereto in a written notice to eachother party pursuant to this section.

If to the Servicer, to:

Sallie Mae, Inc.11600 Sallie Mae DriveReston, Virginia 20193Attn: Director of ABS Servicing

If to the Issuer, to:

SLM Student Loan Trust 2004-2c/o Chase Manhattan Bank USA, National AssociationChristiana Center/OPS4500 Stanton Christiana RoadNewark, Delaware 19713Attn: Corporate Trust Dept.

with a copy to:

JPMorgan Chase Bank450 West 33rd Street, 15th FloorNew York, New York 10001Attn: Structured Finance Services

If to the Administrator, to:

Sallie Mae, Inc.11600 Sallie Mae DriveReston, Virginia 20193Attn: Director, of ABS Administration

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If to the Eligible Lender Trustee, to:

Chase Manhattan Bank USA, National AssociationChristiana Center/OPS4500 Stanton Christiana RoadNewark, Delaware 19713Attn: Corporate Trust Dept.

with a copy to:

JPMorgan Chase Bank4 New York PlazaNew York, New York 10004Attn: Structured Finance Services

If to the Indenture Trustee, to:

The Bank of New York101 Barclay Street, 8 WestNew York, New York 10286Attn: Corporate Trust - Structured Finance

with copies to:

The Bank of New York2 North LaSalle, Suite 1020Chicago, Illinois 60602Attn: Corporate Trust - Structured Finance

SECTION 6.3 Counterparts. This Agreement may be executed in counterparts, eachof which shall be deemed to be an original, and such counterparts shallconstitute one and the same instrument.



SECTION 6.4 Entire Agreement; Severability. This Agreement constitutes theentire agreement among the Issuer, the Administrator, the Eligible LenderTrustee, the Indenture Trustee and Servicer. All prior representations,statements, negotiations and undertakings with regard to the subject matterhereof are superseded hereby.

If any term or provision of this Agreement or the application thereofto any person or circumstance shall, to any extent, be invalid or unenforceable,the remaining terms and provisions of this Agreement, or the application of suchterms or provisions to persons or circumstances other than those as to which itis held invalid or unenforceable, shall not be affected thereby, and each termand provision of this Agreement shall be valid and enforced to the fullestextent permitted by law.

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SECTION 6.5 Governing Law. The terms of this Agreement shall be subject to allapplicable provisions of the Higher Education Act and shall be construed inaccordance with and governed by the laws of the State of New York withoutreference to its conflict of law provisions, and the obligations, rights andremedies of the parties, hereunder shall be determined in accordance with suchlaws.

SECTION 6.6 Relationship of Parties. The Servicer is an independent contractorand, except for the services which it agrees to perform hereunder, the Servicerdoes not hold itself out as an agent of any other party hereto. Nothing hereincontained shall create or imply an agency relationship among Servicer and anyother party hereto, nor shall this Agreement be deemed to constitute a jointventure or partnership between the parties.

SECTION 6.7 Captions. The captions used herein are for the convenience ofreference only and not part of this Agreement, and shall in no way be deemed todefine, limit, describe or modify the meanings of any provision of thisAgreement.

SECTION 6.8 Nonliability of Directors, Officers and Employees of Servicer, theEligible Lender Trustee, the Indenture Trustee and the Administrator. No memberof the board of directors or any officer, employee or agent of Servicer, theAdministrator, the Eligible Lender Trustee or the Indenture Trustee (or anyAffiliate of any such party) shall be personally liable for any obligationincurred under this Agreement.

SECTION 6.9 Assignment. This Agreement may not be assigned by the Servicerexcept as permitted under Sections 4.3, 4.5 and 5.2. This Agreement may not beassigned by the Administrator except as permitted under Sections 4.3 and 4.6 ofthe Administration Agreement.

SECTION 6.10 Limitation of Liability of Eligible Lender Trustee and IndentureTrustee.

A. Notwithstanding anything contained herein to the contrary, thisAgreement has been signed by Chase Manhattan Bank USA, National Association, notin its individual capacity but solely in its capacity as Eligible Lender Trusteeof the Issuer and in no event shall Chase Manhattan Bank USA, NationalAssociation in its individual capacity or, except as expressly provided in theTrust Agreement, as Eligible Lender Trustee have any liability for therepresentations, warranties, covenants, agreements or other obligations of theIssuer or the Eligible Lender Trustee hereunder or in any of the certificates,notices or agreements delivered pursuant hereto as to all of which recourseshall be had solely to the assets of the Issuer.

B. Notwithstanding anything contained herein to the contrary, thisAgreement has been signed by The Bank of New York, not in its individualcapacity but solely as Indenture Trustee, and in no event shall The Bank of NewYork have any liability for the representations, warranties, covenants,agreements or other obligations of the Issuer hereunder or in any of thecertificates, notices or agreements delivered pursuant hereto, as to all ofwhich recourse shall be had solely to the assets of the Issuer.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed on their behalf by their duly authorized officers as of March 1,2004.



SALLIE MAE, INC.,as Servicer

By: /s/ PETER W. STRANG

Name: Peter W. StrangTitle: Vice President

SALLIE MAE, INC.,as Administrator

By: /s/ PETER W. STRANG

Name: Peter W. StrangTitle: Vice President


By: CHASE MANHATTAN BANK USA,NATIONAL ASSOCIATION,not in its individual capacitybut solely as Eligible Lender Trustee


Name: John J. CashinTitle: Vice President

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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacitybut solely as Eligible Lender Trustee under an Amended and Restated TrustAgreement, dated as of March 4, 2004, among SLM Funding LLC, Chase ManhattanBank USA, National Association, in its capacity as Eligible Lender Trustee andThe Bank of New York, in its capacity as Indenture Trustee


THE BANK OF NEW YORK, not in its individual capacity but solely as IndentureTrustee under an Indenture, dated as of March 1, 2004, among SLM Student LoanTrust 2004-2, Chase Manhattan Bank, USA, National Association, not in itsindividual capacity but solely as the Eligible Lender Trustee, and The Bank ofNew York, in its capacity as Indenture Trustee


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ATTACHMENT A

SCHEDULE OF FEES

The Servicer will receive a Primary Servicing Fee and a CarryoverServicing Fee (together, the "Servicing Fee"). The "Primary Servicing Fee" forany month is an amount equal to the sum of 1/12th of 0.50% of the outstandingprincipal amount of the Trust Student Loans as of the last day of the precedingcalendar month, plus any such amounts from prior Monthly Servicing Payment Datesthat remain unpaid. The Primary Servicing Fee will be payable out of AvailableFunds and amounts on deposit in the Reserve Account on the 25th day of eachmonth (or, if any such date is not a Business Day, on the next succeedingBusiness Day), commencing on April 25, 2004 (each, a "Monthly Servicing PaymentDate"). The "Carryover Servicing Fee" will be payable out of Available Funds inaccordance with Section 2.8(l) of the Administration Agreement on eachDistribution Date and is the sum of (a) the amount of certain increases in thecosts incurred by the Servicer which are agreed to pursuant to Section 3.8 ofthe Servicing Agreement, (b) any Conversion Fees, Transfer Fees and Removal Fees(as defined below) incurred since the last Distribution Date and (c) any amountsdescribed in (a) and (b) above that remain unpaid from prior Distribution Datesplus interest on such amounts for the period from the Distribution Date on whichsuch amounts become due to the date such amounts are paid in full at a rate per



annum for each Interest Period (as defined below) equal to the sum of (a) theaverage accepted auction price (expressed on a bond equivalent basis) for 91-dayTreasury Bills sold at the most recent 91-day Treasury Bill auction prior to theInterest Period as reported by the U.S. Treasury Department and (b) 2.00%.

"Interest Period" shall mean the period from each Distribution Datethrough the day before the next Distribution Date. The Carryover Servicing Feewill be payable to the Servicer on each succeeding Distribution Date out ofAvailable Funds after payment on such Distribution Date of all senior amountspayable prior to clause (l) of Section 2.8 of the Administration Agreement. Onthe April 2004 Monthly Servicing Payment Date, the Servicer shall receive a prorata portion of the Primary Servicing Fee for the number of days in the month ofMarch since the Closing Date.

Servicer will be paid a fee ("Conversion Fee") for any Student Loanadded to the Trust Estate which Student Loan is not serviced on the Servicer'ssystem unless such Student Loan is being substituted into the Trust Estate bythe Servicer pursuant to Section 3.5 of this Agreement. The Conversion Fee isequal to the greater of $17.00 per account or the Servicer's verifiable costsplus 15%.

Servicer will be paid a fee ("Transfer Fee") for any Student Loantransferred in or out of the Trust Estate which is at the time of transfer beingserviced on the Servicer's system (regardless of the owner) unless such StudentLoans are being removed or added to the Trust in order to comply with theServicer's purchase/substitution obligation under Section 3.5 of this Agreement.The Transfer Fee is equal to $4.00 per account transaction.

Servicer will be paid a fee ("Removal Fee") for performing allactivities required to remove a Trust Student Loan from the Servicer's system toanother servicer unless such Trust

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Student Loan is being removed due to the termination of the Servicer pursuant toSection 5.1 of this Agreement. The Removal Fee is equal to $10.00 per accountplus any verifiable direct expenses incurred for shipping such Trust StudentLoan to the new servicer.

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ATTACHMENT B

Loan Servicing Center/FloridaP.O. Box 2975Panama City, Florida 32402-2975(904) 271-9207

Loan Servicing Center/Indianapolis11100 USA ParkwayFishers, Indiana 46038(317) 849-6510

Loan Servicing Center/Pennsylvania220 Lasley AvenueHanover Industrial EstatesWilkes-Barre, Pennsylvania 18706(717) 821-3600

Loan Servicing Center/Texas777 Twin Creek DriveKilleen, Texas 76543(817) 554-4500

Western Regional Center (Nevada)10550 W. Charleston Blvd.Las Vegas, Nevada 89135(702) 804-8437

ATTACHMENT C

REPORTS

1. CLASS Report 800 - Monthly activity summary report



2. CLASS Report 801 - Monthly average/ending balance report

3. CLASS Report 802 - Monthly activity detail

4. CLASS Report 803 - Monthly conversion/removal summary

5. CLASS Report 807 - Monthly delinquency aging report

6. CLASS Report 810 - Monthly characteristics summary

7. CLASS Report 866 - Monthly average/ending balance offset fee report

8. CLASS Report 882 - Great Rewards/Direct Repay Report

9. Monthly Cash Reconciliation Report

10. Quarterly ED799 billing (prepared from CLASS Reports 824, 825, 827, 828and 829; supporting detail CLASS Reports 865, 868, 870 and 871; and theOE799 SAS library)

11. Portfolio Characteristics, Financial Activity, Quarterly calculation ofAccrued Interest to be capitalized, Delinquency Detail and Claimsextracts.



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