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                                                                     Exhibit 4.2

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                                 TRUST AGREEMENT

                                     between

                            SLM FUNDING CORPORATION,
                                  as Depositor

                                       and

                         CHASE MANHATTAN BANK DELAWARE,
                    not in its individual capacity but solely
                           as Eligible Lender Trustee

                            Dated as of April 1, 2000

================================================================================
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                                TABLE OF CONTENTS

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                                    ARTICLE I
                              DEFINITIONS AND USAGE

Section 1.1       Definitions and Usage..............................   1

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1       Creation of Trust; Name............................   1
SECTION 2.2       Office.............................................   1
SECTION 2.3       Purposes and Powers................................   1
SECTION 2.4       Appointment of Eligible Lender Trustee.............   2
SECTION 2.5       Initial Capital Contribution of Trust Estate.......   2
SECTION 2.6       Declaration of Trust...............................   2
SECTION 2.7       Liability of the Certificateholders................   3
SECTION 2.8       Title to Trust Property............................   3
SECTION 2.9       Representations and Warranties of the Depositor....   4
SECTION 2.10      Intentionally Omitted .............................   5

                                   ARTICLE III
                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS;
                         EXCESS DISTRIBUTION CERTIFICATE

SECTION 3.1       Initial Beneficial Ownership.......................   5
SECTION 3.2       The Trust Certificates.............................   5
SECTION 3.3       Authentication of Trust Certificates...............   5
SECTION 3.4       Registration of Transfer and Exchange
                  of Trust Certificates..............................   6
SECTION 3.5       Mutilated, Destroyed, Lost or Stolen
                  Trust Certificates ................................   7
SECTION 3.6       Persons Deemed Owners .............................   8
SECTION 3.7       Access to List of Certificateholders'
                  Names and Addresses................................   8
SECTION 3.8       Maintenance of Office or Agency....................   9
SECTION 3.9       Appointment of Certificate Paying
                  Agent..............................................  10
SECTION 3.10      Book-Entry Certificates............................  11
SECTION 3.11      Notices to Clearing Agency.........................  11
SECTION 3.12      Definitive Certificates............................  11


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                                                                     Page
                                                                     ----

SECTION 3.13      The Excess Distribution Certificate................  12

                                   ARTICLE IV
                       ACTIONS BE ELIGIBLE LENDER TRUSTEE

SECTION 4.1       Prior Notice to Certificateholders
                  With Respect to Certain Matters....................  16
SECTION 4.2       Action by Certificateholders with
                  Respect to Certain Matters.........................  17
SECTION 4.3       Action by Certificateholders with
                  Respect to Bankruptcy..............................  17
SECTION 4.4       Restrictions on Certificateholders'
                  Power..............................................  17
SECTION 4.5       Majority Control...................................  17

                                    ARTICLE V
                           APPLICATION OF TRUST FUNDS

SECTION 5.1       Application of Trust Funds.........................  19
SECTION 5.2       Method of Payment..................................  19
SECTION 5.3       No Segregation of Moneys; No Interest..............  20
SECTION 5.4       Reports to the Certificateholders, the
                  Internal Revenue Service and Others................  20
SECTION 5.5       Intentionally Omitted..............................  20
SECTION 5.6       Intentionally Omitted..............................  20

                                   ARTICLE VI
                 AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE

SECTION 6.1       General Authority..................................  20
SECTION 6.2       General Duties.....................................  21
SECTION 6.3       Action upon Instruction............................  22
SECTION 6.4       No Duties Except as Specified in
                  this Agreement or in Instructions..................  23
SECTION 6.5       No Action Except Under Specified
                  Documents or Instructions..........................  24
SECTION 6.6       Restrictions.......................................  24

                              ARTICLE VII
                     CONCERNING THE ELIGIBLE LENDER TRUSTEE

SECTION 7.1       Acceptance of Trusts and Duties....................  24
SECTION 7.2       Furnishing of Documents............................  26
SECTION 7.3       Representations and Warranties.....................  26
SECTION 7.4       Reliance; Advice of Counsel........................  27
SECTION 7.5       Not Acting in Individual Capacity..................  28
SECTION 7.6       Eligible Lender Trustee Not Liable


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                                                                     Page
                                                                     ----

                  for Certificates, Excess Distribution
                  Certificate or Trust Student Loans ................  28
SECTION 7.7       Eligible Lender Trustee May Own
                  Trust Certificates and Notes.......................  29

                                  ARTICLE VIII
              COMPENSATION AND INDMENITY OF ELIGIBLE LENDER TRUSTEE

SECTION 8.1       Eligible Lender Trustee's Fees and Expenses........  29
SECTION 8.2       Payments to the Eligible Lender
                  Trustee............................................  29
SECTION 8.3       Indemnity .........................................  29

                                   ARTICLE IX
                         TERMINATION OF TRUST AGREEMENT

SECTION 9.1       Termination of Trust Agreement.....................  30
SECTION 9.2       Dissolution upon Insolvency of
                  the Depositor......................................  31

                                    ARTICLE X
                SUCCESSOR ELIGIBLE LENDER TRUSTEES AND ADDITIONAL
                            ELIGIBLE LENDER TRUSTEES

SECTION 10.1      Eligibility Requirements for Eligible
                  Lender Trustee.....................................  32
SECTION 10.2      Resignation or Removal of Eligible
                  Lender Trustee.....................................  32
SECTION 10.3      Successor Eligible Lender Trustee..................  33
SECTION 10.4      Merger or Consolidation of Eligible
                  Lender Trustee.....................................  34
SECTION 10.5      Appointment of Co-Eligible Lender
                  Trustee or Separate Eligible Lender
                  Trustee............................................  34

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1      Supplements and Amendments.........................  36
SECTION 11.2      No Legal Title to Trust Estate in
                  Certificateholders.................................  38
SECTION 11.3      Limitations on Rights of Others....................  38
SECTION 11.4      Notices............................................  38
SECTION 11.5      Severability.......................................  39
SECTION 11.6      Separate Counterparts..............................  39
SECTION 11.7      Successors and Assigns.............................  39


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                                                                     Page
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SECTION 11.8      No Petition .......................................  39
SECTION 11.9      No Recourse........................................  40
SECTION 11.10     Headings...........................................  40
SECTION 11.11     Governing Law......................................  40

Exhibit A         Form of Trust Certificate
Exhibit B         Form of Certificate Depository Agreement
Exhibit C         Form of Excess Distribution Certificate

Annex 1 to Trust Agreement


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      TRUST AGREEMENT dated as of April 1, 2000, between SLM FUNDING
CORPORATION, a Delaware corporation, as Depositor, and CHASE MANHATTAN BANK
DELAWARE, a Delaware banking corporation, not in its individual capacity but
solely as Eligible Lender Trustee.

      The Depositor and the Eligible Lender Trustee hereby agree as follows:

                                    ARTICLE I

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

                                   ARTICLE II

                                  Organization

      SECTION 2.1 Creation of Trust; Name. There is hereby created a Trust which
shall be known as "SLM Student Loan Trust 2000-3", in which name the Eligible
Lender Trustee may conduct the business of the Trust, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued. The Trust
shall constitute a business trust within the meaning of Section 3801(a) of the
Delaware Business Trust Act for which the Trustee has filed a certificate of
trust with the Secretary of State of the State of Delaware pursuant to Section
3810(a) of the Delaware Business Trust Act.

      SECTION 2.2 Office. The office of the Trust shall be in care of the
Eligible Lender Trustee at its Corporate Trust Office or at such other address
as the Eligible Lender Trustee may designate by written notice to the
Certificateholders and the Depositor.

      SECTION 2.3 Purposes and Powers. The purpose of the Trust is to engage in
the following activities:

            (i) to issue the Notes pursuant to the Indenture and the Trust
      Certificates and the Excess Distribution Certificate pursuant to this
      Agreement and to sell the Notes and the Trust Certificates in one or more
      transactions;

            (ii) with the proceeds of the sale of the Notes and the Trust
      Certificates, to fund the Reserve Account pursuant to Section 2.8 of the
      Administration Agreement and to purchase the Trust Student Loans pursuant
      to the Sale Agreement;
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            (iii) to Grant the Trust Estate to the Indenture Trustee pursuant to
      the Indenture, and to hold, manage and distribute to the
      Certificateholders and to the holder of the Excess Distribution
      Certificate pursuant to the terms of this Agreement any portion of the
      Trust Estate released from the Lien of, and remitted to the Trust pursuant
      to, the Indenture;

            (iv) to enter into and perform its obligations under the Basic
      Documents to which it is to be a party;

            (v) to engage in those activities, including entering into
      agreements, that are necessary, suitable or convenient to accomplish the
      foregoing or are incidental thereto or connected therewith including but
      not limited to entering into and performing its obligations under any Swap
      Agreements to which it is to be a party; and

            (vi) subject to compliance with the Basic Documents, to engage in
      such other activities as may be required in connection with conservation
      of the Trust Estate and the making of distributions to the
      Certificateholders, the Noteholders and the others specified in Sections
      2.7 and 2.8 of the Administration Agreement.

The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Agreement
or the other Basic Documents.

      SECTION 2.4 Appointment of Eligible Lender Trustee. The Depositor hereby
appoints the Eligible Lender Trustee as trustee of the Trust effective as of the
date hereof, to have all the rights, powers and duties set forth herein.

      SECTION 2.5 Initial Capital Contribution of Trust Estate. The Depositor
hereby sells, assigns, transfers, conveys and sets over to the Eligible Lender
Trustee, as of the date hereof, the sum of $1.00. The Eligible Lender Trustee
hereby acknowledges receipt in trust from the Depositor, as of the date hereof,
of the foregoing contribution, which shall constitute the Initial Trust Estate
and shall be deposited in the Collection Account. The Depositor shall pay the
organizational expenses of the Trust as they may arise or shall, upon the
request of the Eligible Lender Trustee, promptly reimburse the Eligible Lender
Trustee for any such expenses paid by the Eligible Lender Trustee.

      SECTION 2.6 Declaration of Trust. The Eligible Lender Trustee hereby
declares that it will hold the Trust Estate in


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trust upon and subject to the conditions set forth herein for the use and
benefit of the Certificateholders and the holder of the Excess Distribution
Certificate, subject to the obligations of the Trust under the other Basic
Documents. It is the intention of the parties hereto that the Trust constitute a
business trust under Delaware law and that this Agreement constitute the
governing instrument of such trust. Effective as of the date hereof, the
Eligible Lender Trustee shall have all rights, powers and duties set forth
herein with respect to accomplishing the purposes of the Trust.

      SECTION 2.7 Liability of the Certificateholders.

      (a)   Notwithstanding the provisions of Section 3803 of the Delaware
            Business Trust Act, the Depositor shall be liable directly to and
            shall indemnify the injured party for all losses, claims, damages,
            liabilities and expenses of the Trust (including Expenses, to the
            extent that the assets of the Trust that would remain if all of the
            Notes were paid in full would not be sufficient to pay any such
            liabilities, or if such liabilities in fact are not paid out of the
            Trust Estate) to the extent that the Depositor would be liable if
            the Trust were a partnership under the Delaware Revised Uniform
            Limited Partnership Act in which the Depositor were a general
            partner; provided, however, that the Depositor shall not be liable
            for any losses incurred by a beneficial owner of a Note in its
            capacity as a holder of limited recourse debt or to any
            Certificateholder or the holder of the Excess Distribution
            Certificate. In addition, any third party creditors of the Trust
            (other than in connection with the obligations to Noteholders
            excepted above) shall be third party beneficiaries of this
            paragraph.

      (b)   No Certificateholder or holder of the Excess Distribution
            Certificate shall have any personal liability for any liability or
            obligation of the Trust.

      SECTION 2.8 Title to Trust Property. Legal title to all of the Trust
Estate shall be vested at all times in the Trust as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Trust Estate to be vested in a trustee or trustees, in which case title
shall be deemed to be vested in the Eligible Lender Trustee, a co-trustee and/or
a separate trustee, as the case may be; provided that legal title to the Trust
Student Loans shall be vested at all times in the Eligible Lender Trustee on
behalf of the Trust.


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      SECTION 2.9 Representations, Warranties, and Covenants of the Depositor.
The Depositor hereby represents, warrants and covenants to the Eligible Lender
Trustee as follows:

      (a)   The Depositor is duly organized and validly existing as a Delaware
            corporation in good standing under the laws of the State of
            Delaware, with power and authority to own its properties and to
            conduct its business as such properties are currently owned and such
            business is presently conducted.

      (b)   The Depositor has the corporate power and authority to execute and
            deliver this Agreement and to carry out its terms; the Depositor has
            full corporate power and authority to sell and assign the property
            to be sold and assigned to and deposited with the Trust (or with the
            Eligible Lender Trustee on behalf of the Trust) and the Depositor
            has duly authorized such sale and assignment and deposit to the
            Trust (or to the Eligible Lender Trustee on behalf of the Trust) by
            all necessary corporate action; and the execution, delivery and
            performance of this Agreement has been duly authorized by the
            Depositor by all necessary corporate action.

      (c)   This Agreement constitutes a legal, valid and binding obligation of
            the Depositor enforceable in accordance with its terms, subject to
            applicable bankruptcy, insolvency, reorganization and similar laws
            relating to creditors' rights generally and subject to general
            principles of equity.

      (d)   The consummation of the transactions contemplated by this Agreement
            and the fulfillment of the terms hereof do not conflict with, result
            in any breach of any of the terms and provisions of, or constitute
            (with or without notice or lapse of time or both) a default under,
            the Certificate of Incorporation or by-laws of the Depositor, or any
            indenture, agreement or other instrument to which the Depositor is a
            party or by which it is bound; nor result in the creation or
            imposition of any Lien upon any of its properties pursuant to the
            terms of any such indenture, agreement or other instrument (other
            than pursuant to the Basic Documents); nor violate any law or, to
            the Depositor's knowledge, any order, rule or regulation applicable
            to the Depositor of any court or of any Federal or state regulatory
            body, administrative agency or other governmental instrumentality
            having jurisdiction over the Depositor or its properties.


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      (e)   The Depositor agrees for the benefit of the Noteholders, the
            Certificateholders and the holder of the Excess Distribution
            Certificate that it will comply with each of the requirements set
            forth in Article IX, X, and XII of its Certificate of Incorporation
            and with each of the undertakings set forth in Annex I hereto.

      SECTION 2.10 Intentionally Omitted.

                                   ARTICLE III

                  Trust Certificates and Transfer of Interests;
                         Excess Distribution Certificate

      SECTION 3.1 Initial Beneficial Ownership. Upon the formation of the Trust
by the contribution by the Depositor pursuant to Section 2.5 and until the
issuance of the Trust Certificates, the Depositor shall be the sole beneficial
owner of the Trust.

      SECTION 3.2 The Trust Certificates. The Trust Certificates shall be issued
in denominations of $100,000 or in integral multiples of $1,000 in excess
thereof. The Trust Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of an authorized officer of the Eligible Lender
Trustee. Trust Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Trust, shall be valid and binding obligations of the
Trust, notwithstanding that such individuals or any of them shall have ceased to
be so authorized prior to the authentication and delivery of such Trust
Certificates or did not hold such offices at the date of authentication and
delivery of such Trust Certificates.

      SECTION 3.3 Authentication of Trust Certificates. Concurrently with the
sale of the Trust Student Loans to the Trust pursuant to the Purchase Agreement,
the Eligible Lender Trustee shall cause the Trust Certificates in an aggregate
principal amount equal to the Initial Certificate Principal Balance to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor, signed by its chairman of the board, its
president or any vice president, without further action by the Depositor, in
authorized denominations. No Trust Certificate shall entitle its holder to any
benefit under this Agreement, or shall be valid for any purpose, unless there
shall appear on such Trust Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Eligible
Lender Trustee or The


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<PAGE>

Chase Manhattan Bank, as the Eligible Lender Trustee's authenticating agent, by
manual signature; such authentication shall constitute conclusive evidence that
such Trust Certificate shall have been duly authenticated and delivered
hereunder. All Trust Certificates shall be dated the date of their
authentication. No further Trust Certificates shall be issued except pursuant to
Section 3.4, 3.5 or 3.12 hereunder.

      SECTION 3.4 Registration of Transfer and Exchange of Trust Certificates.
The Certificate Registrar shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 3.8, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Eligible Lender
Trustee shall provide for the registration of Trust Certificates and of
transfers and exchanges of Trust Certificates as herein provided. The Chase
Manhattan Bank shall be the initial Certificate Registrar.

      Upon surrender for registration of transfer of any Trust Certificate at
the office or agency maintained pursuant to Section 3.8, the Eligible Lender
Trustee shall execute, authenticate and deliver (or shall cause The Chase
Manhattan Bank as its authenticating agent to authenticate and deliver), in the
name of the designated transferee or transferees, one or more new Trust
Certificates in authorized denominations of a like aggregate amount dated the
date of authentication by the Eligible Lender Trustee or any authenticating
agent. At the option of a Certificateholder, Trust Certificates may be exchanged
for other Trust Certificates of authorized denominations of a like aggregate
amount upon surrender of the Trust Certificates to be exchanged at the office or
agency maintained pursuant to Section 3.8.

      Every Trust Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Eligible Lender Trustee and the Certificate Registrar
duly executed by the Certificateholder or his attorney duly authorized in
writing, with such signature guaranteed by a member firm of the New York Stock
Exchange or a commercial bank or trust company. Each Trust Certificate
surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Eligible Lender Trustee in accordance with its
customary practice.

      No service charge shall be made for any registration of transfer or
exchange of Trust Certificates, but the Eligible Lender Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that


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<PAGE>

may be imposed in connection with any transfer or exchange of Trust
Certificates.

      The preceding provisions of this Section notwithstanding, the Eligible
Lender Trustee shall not be required to make and the Certificate Registrar need
not register transfers or exchanges of Trust Certificates for a period of 15
days preceding any Distribution Date with respect to the Trust Certificates.

      The Trust Certificates and any beneficial interest in such Trust
Certificates may not be acquired by (a) employee benefit plans (as defined in
section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA,
(b) plans described in section 4975(e)(1) of the Code, including individual
retirement accounts described in Section 408(a) of the Code or Keogh plans, or
(c) entities whose underlying assets include plan assets by reason of a plan's
investment in such entities (each, a "Benefit Plan"). By accepting and holding a
Trust Certificate or an interest therein, the Certificateholder thereof or
Certificate Owner thereof shall be deemed to have represented and warranted that
it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a
Benefit Plan and is not using assets of a Plan to purchase any Certificates and
to have agreed that if the Trust Certificate is deemed to be a plan asset, the
Certificateholder will promptly dispose of the Trust Certificate.

      SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Trust Certificates. If
(a) any mutilated Trust Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Trust Certificate, and (b)
there shall be delivered to the Certificate Registrar and the Eligible Lender
Trustee such security or indemnity as may be required by them to save each of
them and the Trust harmless, then in the absence of notice that such Trust
Certificate shall have been acquired by a bona fide purchaser, the Eligible
Lender Trustee on behalf of the Trust shall execute and the Eligible Lender
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate
of like tenor and denomination. In connection with the issuance of any new Trust
Certificate under this Section, the Eligible Lender Trustee and the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Certificate issued pursuant to this Section shall constitute conclusive
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Trust Certificate shall be found at any time.


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<PAGE>

      SECTION 3.6 Persons Deemed Owners. Prior to due presentation of a Trust
Certificate for registration of transfer, the Eligible Lender Trustee and the
Certificate Registrar and any agent of either of them may treat the Person in
whose name any Trust Certificate shall be registered in the Certificate Register
as the owner of such Trust Certificate for the purpose of receiving
distributions pursuant to Section 5.1 and for all other purposes whatsoever, and
neither the Eligible Lender Trustee, the Certificate Registrar nor any agent
thereof shall be bound by any notice to the contrary.

      SECTION 3.7 Access to List of Certificateholders' Names and Addresses. The
Eligible Lender Trustee shall furnish or cause to be furnished to the Depositor,
within 15 days after receipt by the Eligible Lender Trustee of a request
therefor from the Depositor in writing, a list, in such form as the Depositor
may reasonably require, of the names and addresses of the Certificateholders as
of the most recent Record Date. If three or more Certificateholders or one or
more Certificateholders evidencing not less than 25% of the Certificate
Principal Balance apply in writing to the Eligible Lender Trustee, and such
application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Trust Certificates and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then the Eligible Lender
Trustee shall, within five Business Days after the receipt of such application,
afford such applicants access during normal business hours to the current list
of Certificateholders. Upon receipt of any such application, the Eligible Lender
Trustee shall promptly notify the Depositor by providing a copy of such
application and a copy of the list of Certificateholders produced in response
thereto. Each Certificateholder, by receiving and holding a Trust Certificate,
shall be deemed to have agreed not to hold any of the Depositor, the Certificate
Registrar or the Eligible Lender Trustee accountable by reason of the disclosure
of its name and address, regardless of the source from which such information
was derived.

      SECTION 3.8 Maintenance of Office or Agency. The Eligible Lender Trustee
shall maintain in the Borough of Manhattan, The City of New York, an office or
offices or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Eligible Lender Trustee in respect of the Trust Certificates and the other
Basic Documents may be served. The Eligible Lender Trustee initially designates
1201 Market Street, Wilmington, Delaware, as its principal Corporate Trust
Office. The Eligible Lender Trustee's New York office and its authenticating
agent's office are located at 450 West 33rd Street, 15th Floor, New York,


                                       8
<PAGE>

New York 10001, Attention: Structured Finance Services. The Eligible Lender
Trustee shall give prompt written notice to the Depositor and to the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

      SECTION 3.9 Appointment of Certificate Paying Agent. The Certificate
Paying Agent shall make distributions to Certificateholders from the amounts
received from the Indenture Trustee out of the Trust Accounts pursuant to
Section 5.1 and shall report the amounts of such distributions to the Eligible
Lender Trustee. Any Certificate Paying Agent shall have the revocable power to
receive such funds from the Indenture Trustee for the purpose of making the
distributions referred to above. The Eligible Lender Trustee may revoke such
power and remove the Certificate Paying Agent if the Eligible Lender Trustee
determines in its sole discretion that the Certificate Paying Agent shall have
failed to perform its obligations under this Agreement in any material respect.
The Certificate Paying Agent shall initially be the Eligible Lender Trustee, and
any co-paying agent chosen by the Eligible Lender Trustee and consented to by
the Administrator (which consent shall not be unreasonably withheld). The
co-paying agent shall initially be the Indenture Trustee. The Eligible Lender
Trustee shall be permitted to resign as Certificate Paying Agent upon 30 days'
written notice to the Eligible Lender Trustee. In the event that the Eligible
Lender Trustee shall no longer be the Certificate Paying Agent, the Eligible
Lender Trustee shall appoint a successor to act as Certificate Paying Agent
(which shall be a bank or trust company). The Eligible Lender Trustee shall give
notice to the Rating Agencies of the appointment of a successor Certificate
Paying Agent. The Eligible Lender Trustee shall cause such successor Certificate
Paying Agent or any additional Certificate Paying Agent appointed by the
Eligible Lender Trustee to execute and deliver to the Eligible Lender Trustee an
instrument in which such successor Certificate Paying Agent or additional
Certificate Paying Agent shall agree with the Eligible Lender Trustee that as
Certificate Paying Agent, such successor Certificate Paying Agent or additional
Certificate Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholder
entitled thereto until such sums shall be paid to such Certificateholder. The
Certificate Paying Agent shall return all unclaimed funds to the Eligible Lender
Trustee and upon removal of a Certificate Paying Agent such Certificate Paying
Agent shall also return all funds in its possession to the Eligible Lender
Trustee. The provisions of Sections 7.1, 7.3, 7.4, 7.5 and 8.1 shall apply to
the Eligible Lender Trustee also in its role as Certificate Paying Agent, for so
long as the Eligible Lender Trustee shall act as Certificate Paying Agent and,
to the extent applicable, to any


                                       9
<PAGE>

other paying agent appointed hereunder. Any reference in this Agreement to the
Certificate Paying Agent shall include any co-paying agent unless the context
requires otherwise.

      SECTION 3.10 Book-Entry Certificates. The Trust Certificates, upon
original issuance, will be issued in the form of a typewritten Trust Certificate
or Trust Certificates representing Book-Entry Certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Trust. Such Book-Entry Certificate or Book-Entry Certificates shall
initially be registered on the Certificate Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a Definitive Certificate representing such Certificate Owner's interest
in such Trust Certificate, except as provided in Section 3.12. Unless and until
definitive, fully registered Trust Certificates (the "Definitive Certificates")
have been issued to Certificate Owners pursuant to Section 3.12:

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

            (ii) the Certificate Registrar and the Eligible Lender Trustee shall
      be entitled to deal with the Clearing Agency for all purposes of this
      Agreement (including the payment of principal of and interest on the Trust
      Certificates and the giving of instructions or directions hereunder) as
      the sole Certificateholder and shall have no obligation to the Certificate
      Owners;

            (iii) to the extent that the provisions of this Section conflict
      with any other provisions of this Agreement, the provisions of this
      Section shall control;

            (iv) the rights of Certificate Owners shall be exercised only
      through the Clearing Agency and shall be limited to those established by
      law and agreements between such Certificate Owners and the Clearing Agency
      and/or the Clearing Agency Participants. Pursuant to the Certificate
      Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 3.12, the initial Clearing Agency will make book-entry
      transfers among the Clearing Agency Participants and receive and transmit
      distributions in respect of the Certificate Principal Balance and interest
      on the Trust Certificates to such Clearing Agency Participants; and

            (v) whenever this Agreement requires or permits actions to be taken
      based upon instructions or directions of Certificateholders of Trust
      Certificates evidencing a


                                       10
<PAGE>

      specified percentage of the Certificate Principal Balance, the Clearing
      Agency shall be deemed to represent such percentage only to the extent
      that it has received instructions to such effect from Certificate Owners
      and/or Clearing Agency Participants owning or representing, respectively,
      such required percentage of the beneficial interest in the Trust
      Certificates and has delivered such instructions to the Eligible Lender
      Trustee.

      SECTION 3.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to Certificate Owners
pursuant to Section 3.12, the Eligible Lender Trustee shall give all such
notices and communications specified herein to be given to Certificateholders to
the Clearing Agency, and shall have no obligations to the Certificate Owners.

      SECTION 3.12 Definitive Certificates. If (i) the Administrator advises the
Eligible Lender Trustee in writing that the Clearing Agency is no longer willing
or able to discharge properly its responsibilities with respect to the Trust
Certificates, and the Administrator is unable to locate a qualified successor,
(ii) the Administrator at its option advises the Eligible Lender Trustee in
writing that it elects to terminate the book-entry system through the Clearing
Agency or (iii) after the occurrence of an Event of Default, a Servicer Default
or an Administrator Default, Certificate Owners representing beneficial
interests aggregating at least a majority of the Certificate Principal Balance
advise the Clearing Agency (which shall then notify the Eligible Lender Trustee)
in writing that the continuation of a book-entry system through the Clearing
Agency is no longer in the best interest of the Certificate Owners, then the
Eligible Lender Trustee shall cause the Clearing Agency to notify all
Certificate Owners of the occurrence of any such event and of the availability
of the Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Eligible Lender Trustee of the typewritten Trust Certificate or
Trust Certificates representing the Book-Entry Certificates by the Clearing
Agency, accompanied by registration instructions, the Eligible Lender Trustee
shall execute and authenticate the Definitive Certificates in accordance with
the instructions of the Clearing Agency. Neither the Certificate Registrar nor
the Eligible Lender Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, the Eligible
Lender Trustee shall recognize the registered holders of the Definitive
Certificates as Certificateholders. The Definitive Certificates shall, at the
expense of the Depositor, be printed, lithographed or engraved


                                       11
<PAGE>

or may be produced in any other manner as is reasonably acceptable to the
Eligible Lender Trustee, as evidenced by its execution thereof.

      SECTION 3.13 The Excess Distribution Certificate.

      (a) General. The Excess Distribution Certificate shall be issued without
denomination. The Excess Distribution Certificate shall receive payments as
provided in Section 2.8C.1(F)(ii) of the Administration Agreement. The Excess
Distribution Certificate shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Eligible Lender Trustee. An
Excess Distribution Certificate bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Trust, shall be valid and binding obligations of the
Trust, notwithstanding that such individuals or any of them shall have ceased to
be so authorized prior to the authentication and delivery of such Excess
Distribution Certificate or did not hold such offices at the date of
authentication and delivery of such Excess Distribution Certificate.

      (b) Authentication. Concurrently with the sale of the Trust Student Loans
to the Trust pursuant to the Purchase Agreement, the Eligible Lender Trustee
shall cause the Excess Distribution Certificate to be executed on behalf of the
Trust, authenticated and delivered to or upon the written order of the
Depositor, signed by its chairman of the board, its president or any vice
president, without further action by the Depositor. No Excess Distribution
Certificate shall entitle its holder to any benefit under this Agreement, or
shall be valid for any purpose, unless there shall appear on such Excess
Distribution Certificate a certificate of authentication substantially in the
form set forth in Exhibit C, executed by the Eligible Lender Trustee or The
Chase Manhattan Bank, as the Eligible Lender Trustee's authenticating agent, by
manual signature; such authentication shall constitute conclusive evidence that
such Excess Distribution Certificate shall have been duly authenticated and
delivered hereunder. The Excess Distribution Certificate shall be dated the date
of its authentication. No further Excess Distribution Certificates shall be
issued except pursuant to paragraph (c) or (d) below.

      (c) Registration of Transfer and Exchange. The Excess Distribution
Certificate Registrar shall keep or cause to be kept, at the office or agency
maintained pursuant to paragraph (f) below, an Excess Distribution Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Eligible Lender Trustee shall provide for the registration of the Excess
Distribution Certificate and of transfers and exchanges of


                                       12
<PAGE>

the Excess Distribution Certificate as herein provided. The Chase Manhattan Bank
shall be the initial Excess Distribution Certificate Registrar.

      Upon surrender for registration of transfer of the Excess Distribution
Certificate at the office or agency maintained pursuant to paragraph (f) below,
the Eligible Lender Trustee shall execute, authenticate and deliver (or shall
cause The Chase Manhattan Bank as its authenticating agent to authenticate and
deliver), in the name of the designated transferee , a new Excess Distribution
Certificate dated the date of authentication by the Eligible Lender Trustee or
any authenticating agent. At the option of the holder of the Excess Distribution
Certificate, the Excess Distribution Certificate may be exchanged for another
Excess Distribution Certificate upon surrender of the Excess Distribution
Certificate to be exchanged at the office or agency maintained pursuant to
paragraph (f) below.

      An Excess Distribution Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Eligible Lender Trustee and
the Excess Distribution Certificate Registrar duly executed by the holder
thereof or his attorney duly authorized in writing, with such signature
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company. An Excess Distribution Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Eligible Lender Trustee in accordance with its customary
practice.

      No service charge shall be made for any registration of transfer or
exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee
or the Excess Distribution Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Excess Distribution Certificate.

      The preceding provisions of this Section notwithstanding, the Eligible
Lender Trustee shall not be required to make and the Excess Distribution
Certificate Registrar need not register transfers or exchanges of the Excess
Distribution Certificate for a period of 15 days preceding any Distribution Date
with respect to the Excess Distribution Certificate.

      The Excess Distribution Certificate and any beneficial interest in the
Excess Distribution Certificate may not be acquired by (a) employee benefit
plans (as defined in section 3(3) of ERISA) that are subject to the provisions
of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code,
including individual retirement accounts described in Section


                                       13
<PAGE>

408(a) of the Code or Keogh plans, or (c) Benefit Plans. By accepting and
holding the Excess Distribution Certificate or an interest therein, the holder
thereof shall be deemed to have represented and warranted that it is not a
Benefit Plan, is not purchasing the Excess Distribution Certificate on behalf of
a Benefit Plan and is not using assets of a Plan to purchase the Excess
Distribution Certificate and to have agreed that if the Excess Distribution
Certificate is deemed to be a plan asset, the holder thereof will promptly
dispose of the Excess Distribution Certificate.

      (d) Mutilated, Destroyed, Lost or Stolen Excess Distribution Certificate.
If (1) the mutilated Excess Distribution Certificate shall be surrendered to the
Excess Distribution Certificate Registrar, or if the Excess Distribution
Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of the Excess Distribution Certificate, and (2) there
shall be delivered to the Excess Distribution Certificate Registrar and the
Eligible Lender Trustee such security or indemnity as may be required by them to
save each of them and the Trust harmless, then in the absence of notice that
such Excess Distribution Certificate shall have been acquired by a bona fide
purchaser, the Eligible Lender Trustee on behalf of the Trust shall execute and
the Eligible Lender Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Excess Distribution
Certificate, a new Excess Distribution Certificate of like tenor. In connection
with the issuance of any new Excess Distribution Certificate under this Section,
the Eligible Lender Trustee and the Excess Distribution Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Excess Distribution Certificate issued pursuant to this paragraph shall
constitute conclusive evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Excess Distribution
Certificate shall be found at any time.

      (e) Persons Deemed Owners. Prior to due presentation of the Excess
Distribution Certificate for registration of transfer, the Eligible Lender
Trustee and the Excess Distribution Certificate Registrar and any agent of
either of them may treat the Person in whose name the Excess Distribution
Certificate shall be registered in the Excess Distribution Certificate Register
as the owner of such Excess Distribution Certificate for the purpose of
receiving distributions thereon and for all other purposes whatsoever, and
neither the Eligible Lender Trustee, the Excess Distribution Certificate
Registrar nor any agent thereof shall be bound by any notice to the contrary.

      (f) Maintenance of Office or Agency. The Eligible Lender


                                       14
<PAGE>

Trustee shall maintain in the Borough of Manhattan, The City of New York, an
office or offices or agency or agencies where the Excess Distribution
Certificate may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Eligible Lender Trustee in respect of
the Excess Distribution Certificate may be served.

      (g) Appointment of Excess Distribution Certificate Paying Agent. The
Excess Distribution Certificate Paying Agent shall make distributions to the
holder of the Excess Distribution Certificate from the amounts received from the
Indenture Trustee pursuant to Section 2.8C.1F(ii) of the Administration
Agreement and shall report the amounts of such distributions to the Eligible
Lender Trustee. Any Excess Distribution Certificate Paying Agent shall have the
revocable power to receive such funds from the Indenture Trustee for the purpose
of making the distributions referred to above. The Eligible Lender Trustee may
revoke such power and remove the Excess Distribution Certificate Paying Agent if
the Eligible Lender Trustee determines in its sole discretion that the Excess
Distribution Certificate Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect. The Excess
Distribution Certificate Paying Agent shall initially be the Eligible Lender
Trustee, and any co-paying agent chosen by the Eligible Lender Trustee and
consented to by the Administrator (which consent shall not be unreasonably
withheld). The co-paying agent shall initially be the Indenture Trustee. The
Eligible Lender Trustee shall be permitted to resign as Excess Distribution
Certificate Paying Agent upon 30 days' written notice to the Eligible Lender
Trustee. In the event that the Eligible Lender Trustee shall no longer be the
Excess Distribution Certificate Paying Agent, the Eligible Lender Trustee shall
appoint a successor to act as Excess Distribution Certificate Paying Agent
(which shall be a bank or trust company). The Eligible Lender Trustee shall
cause such successor Excess Distribution Certificate Paying Agent or any
additional Excess Distribution Certificate Paying Agent appointed by the
Eligible Lender Trustee to execute and deliver to the Eligible Lender Trustee an
instrument in which such successor Excess Distribution Certificate Paying Agent
or additional Excess Distribution Certificate Paying Agent shall agree with the
Eligible Lender Trustee that as Excess Distribution Certificate Paying Agent,
such successor Excess Distribution Certificate Paying Agent or additional Excess
Distribution Certificate Paying Agent will hold all sums, if any, held by it for
payment to the holder of the Excess Distribution Certificate in trust for the
benefit of such holder until such sums shall be paid to such holder. The Excess
Distribution Certificate Paying Agent shall return all unclaimed funds to the
Eligible Lender Trustee and upon removal of an Excess Distribution Certificate
Paying Agent such Excess Distribution Certificate Paying Agent shall also return
all funds in its possession to the Eligible


                                       15
<PAGE>

Lender Trustee. The provisions of Sections 7.1, 7.3, 7.4, 7.5 and 8.1 shall
apply to the Eligible Lender Trustee also in its role as Excess Distribution
Certificate Paying Agent, for so long as the Eligible Lender Trustee shall act
as Certificate Paying Agent and, to the extent applicable, to any other paying
agent appointed hereunder. Any reference in this Agreement to the Excess
Distribution Certificate Paying Agent shall include any co-paying agent unless
the context requires otherwise.

                                   ARTICLE IV

                       Actions by Eligible Lender Trustee

      SECTION 4.1 Prior Notice to Certificateholders With Respect to Certain
Matters. With respect to the following matters, the Eligible Lender Trustee
shall not take action unless at least 30 days before the taking of such action,
the Eligible Lender Trustee shall have notified the Certificateholders and each
of the Rating Agencies in writing of the proposed action and the
Certificateholders shall not have notified the Eligible Lender Trustee in
writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

      (a)   the initiation of any material claim or lawsuit by the Trust (except
            claims or lawsuits brought in connection with the collection of the
            Trust Student Loans) and the compromise of any material action,
            claim or lawsuit brought by or against the Trust (except with
            respect to the aforementioned claims or lawsuits for collection of
            Trust Student Loans);

      (b)   the amendment of the Indenture by a supplemental indenture in
            circumstances where the consent of any Noteholder is required;

      (c)   the amendment of the Indenture by a supplemental indenture in
            circumstances where the consent of any Noteholder is not required
            and such amendment materially adversely affects the interest of the
            Certificateholders;

      (d)   the amendment, change or modification of the Administration
            Agreement, except to cure any ambiguity or to amend or supplement
            any provision in a manner or add any provision that would not
            materially adversely affect the interests of the Certificateholders;


                                       16
<PAGE>

      (e)   the amendment of any Swap Agreement in circumstances where the
            consent of any Noteholder is required or in circumstances where the
            consent of any Noteholder is not required but where such amendment
            materially adversely affects the interest of the Certificateholders;
            or

      (f)   the appointment pursuant to the Administration Agreement of a
            successor Administrator, the appointment pursuant to the Indenture
            of a successor Note Registrar, Paying Agent or Indenture Trustee, or
            the appointment pursuant to this Agreement of a successor
            Certificate Registrar or successor Certificate Paying Agent, or the
            consent to the assignment by the Administrator, the Note Registrar,
            the Paying Agent, the Indenture Trustee, the Certificate Registrar
            or the Certificate Paying Agent of its obligations under the
            Administration Agreement, the Indenture or this Agreement, as
            applicable.

      SECTION 4.2 Action by Certificateholders with Respect to Certain Matters.
The Eligible Lender Trustee shall not have the power, except upon the written
direction of the Certificateholders and except as expressly provided in the
Basic Documents, to sell the Trust Student Loans after the termination of the
Indenture.

      SECTION 4.3 Action by Certificateholders with Respect to Bankruptcy. The
Eligible Lender Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all Certificateholders (other than the Depositor) and the delivery
to the Eligible Lender Trustee by each such Certificateholder of a certificate
certifying that such Certificateholder reasonably believes that the Trust is
insolvent.

      SECTION 4.4 Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Eligible Lender Trustee to take or
refrain from taking any action if such action or inaction would be contrary to
any obligation of the Trust or the Eligible Lender Trustee under this Agreement
or any of the other Basic Documents or would be contrary to Section 2.3 nor
shall the Eligible Lender Trustee be permitted to follow any such direction, if
given.

      SECTION 4.5 Majority Control. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Agreement may be
taken by the Certificateholders of Trust Certificates evidencing a majority of
the Certificate Principal Balance. Except as expressly provided herein, any


                                       17
<PAGE>

written notice of the Certificateholders delivered pursuant to this Agreement
shall be effective if signed by Certificateholders of Trust Certificates
evidencing not less than a majority of the Certificate Principal Balance at the
time of the delivery of such notice.


                                       18
<PAGE>

                                    ARTICLE V

                   Application of Trust Funds; Certain Duties

      SECTION 5.1 Application of Trust Funds.

      (a)   On each Distribution Date, the Eligible Lender Trustee shall
            distribute to Certificateholders (i) the Certificateholders'
            Interest Distribution Amount for such Distribution Date on a pro
            rata basis according to amounts payable in respect of
            Certificateholders' Interest Distribution Amount and (ii) the
            Certificate Principal Distribution Amount for such Distribution
            Date, if any, on a pro rata basis according to amounts payable in
            respect of the Certificate Principal Balance.

      (b)   On each Distribution Date, the Eligible Lender Trustee shall send to
            each Certificateholder the statement provided to the Eligible Lender
            Trustee by the Administrator pursuant to Section 2.9 of the
            Administration Agreement on such Distribution Date.

      (c)   In the event that any withholding tax is imposed on the Trust's
            payment to a Certificateholder or the holder of the Excess
            Distribution Certificate, such tax shall reduce the amount otherwise
            distributable to the Certificateholder or the holder of the Excess
            Distribution Certificate.

      SECTION 5.2 Method of Payment. Subject to Section 9.1(c), distributions
required to be made to Certificateholders on any Distribution Date shall be made
to each Certificateholder of record on the preceding Record Date either by wire
transfer, in immediately available funds, to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Certificate
Registrar appropriate written instructions signed by two authorized officers, if
any, at least five Business Days prior to such Distribution Date and such
Certificateholder's Trust Certificates in the aggregate evidence a denomination
of not less than $1,000,000, or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register; provided, however, that, unless Definitive Certificates
have been issued pursuant to Section 3.12, with respect to Trust Certificates
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), distributions will be made by wire
transfer in


                                       19
<PAGE>

immediately available funds to the account designated by such nominee.
Notwithstanding the foregoing, the final distribution in respect of any Trust
Certificate (whether on the Certificate Final Distribution Date or otherwise)
shall be payable only upon presentation and surrender of such Trust Certificate
at the Corporate Trust Office of the Eligible Lender Trustee or such other
location specified in writing to the Certificateholder thereof.

Subject to Section 9.1(c), distributions required to be made to the holder of
the Excess Distribution Certificate on any Distribution Date shall be made to
the holder of record on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of such holder at a bank or other
entity having appropriate facilities therefor, if such holder shall have
provided to the Excess Distribution Certificate Registrar appropriate written
instructions signed by two authorized officers, if any, at least five Business
Days prior to such Distribution Date, or, if not, by check mailed to such holder
at the address of such holder appearing in the Excess Distribution Certificate
Register.

      SECTION 5.3 No Segregation of Moneys; No Interest. Subject to Section 5.1,
moneys received by the Eligible Lender Trustee hereunder need not be segregated
in any manner except to the extent required by law or the Administration
Agreement and may be deposited under such general conditions as may be
prescribed by law, and the Eligible Lender Trustee shall not be liable for any
interest thereon.

      SECTION 5.4 Reports to the Certificateholders, the Internal Revenue
Service and Others. The Eligible Lender Trustee shall provide (or cause to be
provided) any reports or other information required to be provided to
Certificateholders pursuant to the Code, the regulations promulgated thereunder
or other applicable law. In addition, the Eligible Lender Trustee shall provide
(or cause to be provided) any information concerning the Certificates to the
Internal Revenue Service or other taxing authority as required under the Code,
the regulations promulgated thereunder or other applicable law. The Eligible
lender Trustee shall be entilted to hire an independent accounting firm to
perform the functions described in this Section 5.4, the reasonable fees and
expenses of which shall be paid by the Depositor.

      SECTION 5.5 Intentionally Omitted.

      SECTION 5.6 Intentionally Omitted.


                                       20
<PAGE>

                                   ARTICLE VI

                Authority and Duties of Eligible Lender Trustee

      SECTION 6.1 General Authority. The Eligible Lender Trustee is authorized
and directed to execute and deliver the Basic Documents to which the Trust is to
be a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party, in each
case, in such form as the Depositor shall approve as evidenced conclusively by
the Eligible Lender Trustee's execution thereof, and, on behalf of the Trust, to
direct the Indenture Trustee to authenticate and deliver Notes in the aggregate
principal amount of $2,474,750,000. The Eligible Lender Trustee is also
authorized and directed on behalf of the Trust (i) to acquire and hold legal
title to the Trust Student Loans from the Depositor and (ii) to take all actions
required pursuant to Section 3.2C of the Administration Agreement and otherwise
follow the direction of and cooperate with the Servicer in submitting, pursuing
and collecting any claims to and with the Department with respect to any
Interest Subsidy Payments and Special Allowance Payments relating to the Trust
Student Loans.

      In addition to the foregoing, the Eligible Lender Trustee is authorized to
take all actions required of the Trust pursuant to the Basic Documents. The
Eligible Lender Trustee is further authorized from time to time to take such
action as the Administrator directs or instructs with respect to the Basic
Documents and is directed to take such action to the extent that the
Administrator is expressly required pursuant to the Basic Documents to cause the
Eligible Lender Trustee to act.

      SECTION 6.2 General Duties. It shall be the duty of the Eligible Lender
Trustee to discharge (or cause to be discharged) all its responsibilities
pursuant to the terms of this Agreement, the other Basic Documents to which the
Trust is a party and to administer the Trust in the interest of the
Certificateholders, and the holder of the Excess Distribution Certificate
subject to and in accordance with the provisions of this Agreement and the other
Basic Documents. Without limiting the foregoing, the Eligible Lender Trustee
shall on behalf of the Trust file and prove any claim or claims that may exist
on behalf of the Trust against the Depositor in connection with any claims
paying procedure as part of an insolvency or a receivership proceeding involving
the Depositor. Notwithstanding the foregoing, the Eligible Lender Trustee shall
be deemed to have discharged its duties and responsibilities hereunder and under
the other Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform and act or to discharge any


                                       21
<PAGE>

duty of the Eligible Lender Trustee hereunder or under any other Basic Document,
and the Eligible Lender Trustee shall not be held liable for the default or
failure of the Administrator to carry out its obligations under the
Administration Agreement. Except as expressly provided in the Basic Documents,
the Eligible Lender Trustee shall have no obligation to administer, service or
collect the Trust Student Loans or to maintain, monitor or otherwise supervise
the administration, servicing or collection of the Trust Student Loans.

      SECTION 6.3 Action upon Instruction.

      (a)   [Reserved]


      (b)   The Eligible Lender Trustee shall not be required to take any action
            hereunder or under any other Basic Document if the Eligible Lender
            Trustee shall have reasonably determined, or shall have been advised
            by counsel, that such action is likely to result in liability on the
            part of the Eligible Lender Trustee or is contrary to the terms
            hereof, any other Basic Document or is otherwise contrary to law.

      (c)   Whenever the Eligible Lender Trustee is unable to determine the
            appropriate course of action between alternative courses and actions
            permitted or required by the terms of this Agreement or under any
            other Basic Document, the Eligible Lender Trustee shall promptly
            give notice (in such form as shall be appropriate under the
            circumstances) to the Certificateholders requiring instruction as to
            the course of action to be adopted, and to the extent the Eligible
            Lender Trustee acts in good faith in accordance with any written
            instruction of the Certificateholders received, the Eligible Lender
            Trustee shall not be liable on account of such action to any Person.
            If the Eligible Lender Trustee shall not have received appropriate
            instruction within 10 days of such notice (or within such shorter
            period of time as reasonably may be specified in such notice or may
            be necessary under the circumstances) it may, but shall be under no
            duty to, take or refrain from taking such action, not inconsistent
            with this Agreement, the other Basic Documents, as it shall deem to
            be in the best interests of the Certificateholders, and shall have
            no liability to any Person for such action or inaction.

      (d)   In the event that the Eligible Lender Trustee is unsure as to the
            application of any provision of this


                                       22
<PAGE>

            Agreement, any other Basic Document or any such provision is
            ambiguous as to its application, or is, or appears to be, in
            conflict with any other applicable provision, or in the event that
            this Agreement permits any determination by the Eligible Lender
            Trustee or is silent or is incomplete as to the course of action
            that the Eligible Lender Trustee is required to take with respect to
            a particular set of facts, the Eligible Lender Trustee may give
            notice (in such form as shall be appropriate under the
            circumstances) to the Certificateholders requesting instruction and,
            to the extent that the Eligible Lender Trustee acts or refrains from
            acting in good faith in accordance with any such instruction
            received, the Eligible Lender Trustee shall not be liable, on
            account of such action or inaction, to any Person. If the Eligible
            Lender Trustee shall not have received appropriate instruction
            within 10 days of such notice (or within such shorter period of time
            as reasonably may be specified in such notice or may be necessary
            under the circumstances) it may, but shall be under no duty to, take
            or refrain from taking such action, not inconsistent with this
            Agreement or the other Basic Documents, as it shall deem to be in
            the best interest of the Certificateholders, and shall have no
            liability to any Person for such action or inaction.

      SECTION 6.4 No Duties Except as Specified in this Agreement or in
Instructions. The Eligible Lender Trustee shall not have any duty or obligation
to manage, make any payment with respect to, register, record, sell, service,
dispose of or otherwise deal with the Trust Estate, or to otherwise take or
refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Eligible Lender Trustee is a party, except as
expressly provided by the terms of this Agreement or in any document or written
instruction received by the Eligible Lender Trustee pursuant to Section 6.3; and
no implied duties or obligations shall be read into this Agreement or any other
Basic Document against the Eligible Lender Trustee. The Eligible Lender Trustee
shall have no responsibility for filing any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to it hereunder or to
prepare or file any Commission filing for the Trust or to record this Agreement
or any other Basic Document. The Eligible Lender Trustee nevertheless agrees
that it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any Liens on any part of the Trust Estate that result
from actions by, or claims against, Chase Manhattan Bank Delaware in its
individual capacity or as the Eligible


                                       23
<PAGE>

Lender Trustee that are not related to the ownership or the administration of
the Trust Estate.

      SECTION 6.5 No Action Except Under Specified Documents or Instructions.
The Eligible Lender Trustee shall not otherwise deal with any part of the Trust
Estate except (i) in accordance with the powers granted to and the authority
conferred upon the Eligible Lender Trustee pursuant to this Agreement, (ii) in
accordance with the other Basic Documents to which it is a party and (iii) in
accordance with any document or instruction delivered to the Eligible Lender
Trustee pursuant to Section 6.3.

      SECTION 6.6 Restrictions. The Eligible Lender Trustee shall not take any
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (b) that, to the actual knowledge of the Eligible Lender Trustee,
would result in the Trust's becoming taxable as a corporation for Federal income
tax purposes. The Certificateholders shall not direct the Eligible Lender
Trustee to take action that would violate the provisions of this Section.

                                   ARTICLE VII

                     Concerning the Eligible Lender Trustee

      SECTION 7.1 Acceptance of Trusts and Duties. The Eligible Lender Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The
Eligible Lender Trustee also agrees to disburse all moneys actually received by
it constituting part of the Trust Estate upon the terms of this Agreement and
the other Basic Documents. The Eligible Lender Trustee shall not be answerable
or accountable hereunder or under any other Basic Document under any
circumstances, except (i) for its own willful misconduct or negligence or (ii)
in the case of the inaccuracy of any representation or warranty contained in
Section 7.3 expressly made by the Eligible Lender Trustee. In particular, but
not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):

      (a)   the Eligible Lender Trustee shall not be liable for any error of
            judgment made by a responsible officer of the Eligible Lender
            Trustee;

      (b)   the Eligible Lender Trustee shall not be liable with respect to any
            action taken or omitted to be taken by it in accordance with the
            direction or instructions of the Administrator or any
            Certificateholder;


                                       24
<PAGE>

      (c)   no provision of this Agreement or any other Basic Document shall
            require the Eligible Lender Trustee to expend or risk funds or
            otherwise incur any financial liability in the performance of any of
            its rights or powers hereunder or under any other Basic Document, if
            the Eligible Lender Trustee shall have reasonable grounds for
            believing that repayment of such funds or adequate indemnity against
            such risk or liability is not reasonably assured or provided to it;

      (d)   under no circumstances shall the Eligible Lender Trustee be liable
            for indebtedness evidenced by or arising under any of the Basic
            Documents, including the principal of and interest on the Notes;

      (e)   the Eligible Lender Trustee shall not be responsible for or in
            respect of the validity or sufficiency of this Agreement or for the
            due execution hereof by the Depositor or for the form, character,
            genuineness, sufficiency, value or validity of any of the Trust
            Estate or for or in respect of the validity or sufficiency of the
            Basic Documents, other than the certificate of authentication on the
            Trust Certificates and the Excess Distribution Certificate, and the
            Eligible Lender Trustee shall in no event assume or incur any
            liability, duty, or obligation to any Noteholder, any
            Certificateholder or the holder of the Excess Distribution
            Certificate, other than as expressly provided for herein and in the
            other Basic Documents;

      (f)   the Eligible Lender Trustee shall not be liable for the action or
            inaction, default or misconduct of the Administrator, the Depositor,
            the Indenture Trustee, the Servicer or Swap Counterparties under any
            of the other Basic Documents or otherwise and the Eligible Lender
            Trustee shall have no obligation or liability to perform the
            obligations of the Trust under this Agreement or the other Basic
            Documents that are required to be performed by the Administrator
            under the Administration Agreement, the Indenture Trustee under the
            Indenture, the Servicer under the Servicing Agreement or the Swap
            Counterparties under the Swap Agreements; and

      (g)   the Eligible Lender Trustee shall be under no obligation to exercise
            any of the rights or powers vested in it by this Agreement, or to
            institute, conduct or defend any litigation under this Agreement or
            otherwise or in relation to this Agreement, any other Basic
            Document, at the request, order or


                                       25
<PAGE>

            direction of any of the Certificateholders, unless such
            Certificateholders have offered to the Eligible Lender Trustee
            security or indemnity satisfactory to it against the costs, expenses
            and liabilities that may be incurred by the Eligible Lender Trustee
            therein or thereby. The right of the Eligible Lender Trustee to
            perform any discretionary act enumerated in this Agreement, in any
            other Basic Document shall not be construed as a duty, and the
            Eligible Lender Trustee shall not be answerable for other than its
            negligence or willful misconduct in the performance of any such act.

      SECTION 7.2 Furnishing of Documents. The Eligible Lender Trustee shall
furnish to the Certificateholders promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Eligible Lender Trustee under the Basic Documents. On each Distribution Date,
the Eligible Lender Trustee shall provide to each Certificateholder of record as
of the related Record Date the information provided by the Administrator to the
Eligible Lender Trustee on the related Determination Date pursuant to Section
2.9 of the Administration Agreement.

      SECTION 7.3 Representations and Warranties. The Eligible Lender Trustee
hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

      (a)   It is duly organized and validly existing in good standing under the
            laws of its governing jurisdiction and has an office located within
            the State of Delaware. It has all requisite corporate power and
            authority to execute, deliver and perform its obligations under this
            Agreement.

      (b)   It has taken all corporate action necessary to authorize the
            execution and delivery by it of this Agreement, and this Agreement
            will be executed and delivered by one of its officers who is duly
            authorized to execute and deliver this Agreement on its behalf.

      (c)   Neither the execution nor the delivery by it of this Agreement, nor
            the consummation by it of the transactions contemplated hereby nor
            compliance by it with any of the terms or provisions hereof will
            contravene any Federal or Delaware state law, governmental rule or
            regulation governing the banking or trust powers of the Eligible
            Lender Trustee or any judgment or order binding on it, or constitute
            any


                                       26
<PAGE>

            default under its charter documents or by-laws or any indenture,
            mortgage, contract, agreement or instrument to which it is a party
            or by which any of its properties may be bound.

      (d)   It is and will maintain its status as an "eligible lender" (as such
            term is defined in Section 435(d) of the Higher Education Act) for
            purposes of holding legal title to the Trust Student Loans as
            contemplated by this Agreement and the other Basic Documents, it has
            a lender identification number with respect to the Trust Student
            Loans from the Department and has and will maintain in effect a
            Guarantee Agreement with each of the Guarantors with respect to the
            Trust Student Loans.

      SECTION 7.4 Reliance; Advice of Counsel.

      (a)   The Eligible Lender Trustee shall incur no liability to anyone in
            acting upon any signature, instrument, direction, notice,
            resolution, request, consent, order, certificate, report, opinion,
            bond or other document or paper believed by it to be genuine and
            believed by it to be signed by the proper party or parties. The
            Eligible Lender Trustee may accept a certified copy of a resolution
            of the board of directors or other governing body of any corporate
            party as conclusive evidence that such resolution has been duly
            adopted by such body and that the same is in full force and effect.
            As to any fact or matter the method of the determination of which is
            not specifically prescribed herein, the Eligible Lender Trustee may
            for all purposes hereof rely on a certificate, signed by the
            president or any vice president or by the treasurer or other
            authorized officers of the relevant party, as to such fact or matter
            and such certificate shall constitute full protection to the
            Eligible Lender Trustee for any action taken or omitted to be taken
            by it in good faith in reliance thereon.

      (b)   In the exercise or administration of the trusts hereunder and in the
            performance of its duties and obligations under this Agreement or
            the other Basic Documents, the Eligible Lender Trustee (i) may act
            directly or through its agents or attorneys pursuant to agreements
            entered into with any of them and the Eligible Lender Trustee shall
            not be liable for the conduct or misconduct of such agents or
            attorneys if such agents or attorneys shall have been selected by
            the Eligible Lender Trustee with reasonable care, and (ii) may
            consult with counsel and accountants to be


                                       27
<PAGE>

            selected with reasonable care and employed by it. The Eligible
            Lender Trustee shall not be liable for anything done, suffered or
            omitted in good faith by it in accordance with the written opinion
            or advice of any such counsel or accountants and not contrary to
            this Agreement, any other Basic Document.

      SECTION 7.5 Not Acting in Individual Capacity. Except as provided in this
Article VII, in accepting the trusts hereby created Chase Manhattan Bank
Delaware acts solely as Eligible Lender Trustee hereunder and not in its
individual capacity and all Persons having any claim against the Eligible Lender
Trustee by reason of the transactions contemplated by this Agreement, any other
Basic Document shall look only to the Trust Estate for payment or satisfaction
thereof.

      SECTION 7.6 Eligible Lender Trustee Not Liable for Certificates or Trust
Student Loans. The recitals contained herein and in the Trust Certificates and
the Excess Distribution Certificate (other than the signature of and
authentication by the Eligible Lender Trustee on the Trust Certificates and the
Excess Distribution Certificate) shall be taken as the statements of the
Depositor and the Eligible Lender Trustee assumes no responsibility for the
correctness thereof. The Eligible Lender Trustee makes no representations as to
the validity or sufficiency of this Agreement, the Trust Certificates, the
Excess Distribution Certificate, or any other Basic Document (other than the
signature of and authentication by the Eligible Lender Trustee on the Trust
Certificates and the Excess Distribution Certificate), or the Notes, or of any
Trust Student Loan or related documents. The Eligible Lender Trustee shall at no
time have any responsibility (or liability except for willfully or negligently
terminating or allowing to be terminated any of the Guarantee Agreements, in a
case where the Eligible Lender Trustee knows of any facts or circumstances which
will or could reasonably be expected to result in any such termination) for or
with respect to the legality, validity, enforceability and eligibility for
Guarantee Payments, federal reinsurance, Interest Subsidy Payments or Special
Allowance Payments, as applicable, in respect of any Trust Student Loan, or for
or with respect to the sufficiency of the Trust Estate or its ability to
generate the payments to be distributed to Certificateholders or the holder of
the Excess Distribution Certificate under this Agreement or the Noteholders
under the Indenture, including the existence and contents of any computer or
other record of any Trust Student Loan; the validity of the assignment of any
Trust Student Loan to the Eligible Lender Trustee on behalf of the Trust; the
completeness of any Trust Student Loan; the performance or enforcement (except
as expressly set forth in any Basic Document) of any Trust Student Loan; the
compliance by the Depositor or the


                                       28
<PAGE>

Servicer with any warranty or representation made under any Basic Document or in
any related document or the accuracy of any such warranty or representation or
any action or inaction of the Administrator, the Indenture Trustee or the
Servicer or any subservicer taken in the name of the Eligible Lender Trustee.

      SECTION 7.7 Eligible Lender Trustee May Own Trust Certificates and Notes.
The Eligible Lender Trustee in its individual or any other capacity may become
the owner or pledgee of Trust Certificates or Notes and may deal with the
Depositor, the Administrator, the Indenture Trustee, the Servicer or the Swap
Counterparties in banking transactions with the same rights as it would have if
it were not Eligible Lender Trustee.

                                  ARTICLE VIII

              Compensation and Indemnity of Eligible Lender Trustee

      SECTION 8.1 Eligible Lender Trustee's Fees and Expenses. The Eligible
Lender Trustee shall receive as compensation for its services hereunder such
fees as have been separately agreed upon before the date hereof between the
Depositor and the Eligible Lender Trustee, and the Eligible Lender Trustee shall
be entitled to be reimbursed by the Depositor, to the extent provided in such
separate agreement, for its other reasonable expenses (including the reasonable
fees and expenses of counsel and independent accountants) hereunder.

      SECTION 8.2 Payments to the Eligible Lender Trustee. Any amounts paid to
the Eligible Lender Trustee pursuant to Section 8.1 hereof or pursuant to
Section 9 of the Sale Agreement, Section 4.2 of the Administration Agreement or
Section 4.2 of the Servicing Agreement shall be deemed not to be a part of the
Trust Estate immediately after such payment.

      SECTION 8.3 Indemnity. The Depositor shall cause the Administrator to
indemnify the Eligible Lender Trustee in its individual capacity and any of its
officer, directors, employees and agents as and to the extent provided for in
Section 4.2 of the Administration Agreement.

                                   ARTICLE IX

                         Termination of Trust Agreement

      SECTION 9.1 Termination of Trust Agreement.


                                       29
<PAGE>

      (a)   This Agreement (other than Article VIII) and the Trust shall
            terminate and be of no further force or effect upon the earlier of
            (i) the final distribution by the Eligible Lender Trustee of all
            moneys or other property or proceeds of the Trust Estate in
            accordance with the terms of the Indenture, the Administration
            Agreement and Article V, and (ii) the time provided in Section 9.2.
            The bankruptcy, liquidation, dissolution, death or incapacity of any
            Certificateholder or holder of the Excess Distribution Certificate,
            other than the Depositor as described in Section 9.2, shall not (x)
            operate to terminate this Agreement or the Trust, nor (y) entitle
            such Certificateholder's legal representatives or heirs to claim an
            accounting or to take any action or proceeding in any court for a
            partition or winding up of all or any part of the Trust or Trust
            Estate nor (z) otherwise affect the rights, obligations and
            liabilities of the parties hereto.

      (b)   Except as provided in Section 9.1(a), neither the Depositor nor any
            Certificateholder shall be entitled to revoke or terminate the
            Trust.

      (c)   Notice of any termination of the Trust, specifying the Distribution
            Date upon which the Certificateholders shall surrender their Trust
            Certificates to the Certificate Paying Agent for payment of the
            final distribution and cancellation, shall be given promptly by the
            Eligible Lender Trustee by letter to Certificateholders mailed
            within five Business Days of receipt of notice of such termination
            from the Administrator given pursuant to Section 6.1C of the
            Administration Agreement, stating (i) the Distribution Date upon
            which final payment of the Trust Certificates shall be made upon
            presentation and surrender of the Trust Certificates at the office
            of the Certificate Paying Agent therein designated, (ii) the amount
            of any such final payment and (iii) that the Record Date otherwise
            applicable to such Distribution Date is not applicable, payments
            being made only upon presentation and surrender of the Trust
            Certificates at the office of the Certificate Paying Agent therein
            specified. The Eligible Lender Trustee shall give such notice to the
            Certificate Registrar (if other than the Eligible Lender Trustee)
            and the Certificate Paying Agent at the time such notice is given to
            Certificateholders. Upon presentation and surrender of the Trust
            Certificates, the Certificate Paying Agent shall cause to be
            distributed to Certificateholders amounts distributable on such
            Distribution Date pursuant to Section 5.1.


                                       30
<PAGE>

      In the event that all the Certificateholders shall not surrender their
Trust Certificates for cancellation within six months after the date specified
in the above mentioned written notice, the Eligible Lender Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Trust Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all the Trust
Certificates shall not have been surrendered for cancellation, the Eligible
Lender Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Trust Certificates, and the cost thereof shall be paid out of
the funds and other assets that shall remain subject to this Agreement. Any
funds remaining in the Trust after exhaustion of such remedies and no later than
five years after the first such notice shall be distributed by the Eligible
Lender Trustee to the Depositor.

      Upon final distribution of any funds remaining in the Trust, the Eligible
Lender Trustee shall file a certificate of cancellation of the Trust's
certificate of trust pursuant to Section 3810(c) of the Delaware Business Trust
Act.

      SECTION 9.2 Dissolution upon Insolvency of the Depositor. Notwithstanding
the provisions of Section 3808 of the Delaware Business Trust Act, in the event
that an Insolvency Event shall occur with respect to the Depositor, (x) the
Trust created hereunder shall dissolve and (y) this Agreement shall be
terminated in accordance with Section 9.1 90 days after the date of such
Insolvency Event. Promptly after the occurrence of any Insolvency Event with
respect to the Depositor, (i) the Depositor shall give the Indenture Trustee,
the Eligible Lender Trustee, any Swap Counterparties, and each Rating Agency
written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee
shall, upon the receipt of such written notice from the Depositor, give prompt
written notice to the Certificateholders and the Indenture Trustee, of the
occurrence of such event and of the effect of such event under this Section 9.2;
provided, however, that any failure to give a notice required by this sentence
shall not prevent or delay, in any manner, a termination of the Trust pursuant
to the first sentence of this Section 9.2. Upon a termination of the Trust
pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture
Trustee promptly to sell the assets of the Trust (other than the Trust Accounts)
in a commercially reasonable manner and on commercially reasonable terms. The
proceeds of such a sale of the assets of the Trust shall be treated as
collections under the Administration Agreement.


                                       31
<PAGE>

                                   ARTICLE X

                     Successor Eligible Lender Trustees and
                       Additional Eligible Lender Trustees

      SECTION 10.1 Eligibility Requirements for Eligible Lender Trustee. The
Eligible Lender Trustee shall at all times be a corporation or association (i)
qualifying as an "eligible lender" as such term is defined in Section 435(d) of
the Higher Education Act for purposes of holding legal title to the Trust
Student Loans on behalf of the Trust, with a valid lender identification number
with respect to the Trust Student Loans from the Department; (ii) being
authorized to exercise corporate trust powers and hold legal title to the Trust
Student Loans; (iii) having in effect Guarantee Agreements with each of the
Guarantors; (iv) having a combined capital and surplus of at least $50,000,000
and being subject to supervision or examination by Federal or state authorities;
(v) having its principal place of business in the State of Delaware and
otherwise complying with Section 3807 of the Delaware Business Trust Act; and
(vi) having (or having a parent which has) a rating in respect of its long-term
senior unsecured debt of at least BBB- (or the equivalent) by each of the Rating
Agencies (or which, if the long-term senior unsecured debt of such corporation
or association is not rated by any Rating Agency, shall have provided to the
Indenture Trustee written confirmation from such Rating Agency that the
appointment of such corporation or association to serve as Eligible Lender
Trustee will not result in and of itself in a reduction or withdrawal of the
then current rating of any of the Notes or the Certificates). If the Eligible
Lender Trustee shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section, the combined capital and surplus of the
Eligible Lender Trustee shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In case at any
time the Eligible Lender Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Eligible Lender Trustee shall resign
immediately in the manner and with the effect specified in Section 10.2.

      SECTION 10.2 Resignation or Removal of Eligible Lender Trustee. The
Eligible Lender Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Administrator. Upon
receiving such notice of resignation, the Administrator shall promptly appoint a
successor Eligible Lender Trustee meeting the eligibility requirements of
Section 10.1 by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Eligible Lender Trustee and one copy to the
successor Eligible


                                       32
<PAGE>

Lender Trustee. If no successor Eligible Lender Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Eligible Lender Trustee may petition any
court of competent jurisdiction for the appointment of a successor Eligible
Lender Trustee; provided, however, that such right to appoint or to petition for
the appointment of any such successor shall in no event relieve the resigning
Eligible Lender Trustee from any obligations otherwise imposed on it under the
Basic Documents until such successor has in fact assumed such appointment.

      If at any time the Eligible Lender Trustee shall cease to be or shall be
likely to cease to be eligible in accordance with the provisions of Section 10.1
and shall fail to resign after written request therefor by the Administrator, or
if at any time an Insolvency Event with respect to the Eligible Lender Trustee
shall have occurred and be continuing, then the Administrator may remove the
Eligible Lender Trustee. If the Administrator shall remove the Eligible Lender
Trustee under the authority of the immediately preceding sentence, the
Administrator shall promptly appoint a successor Eligible Lender Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Eligible Lender Trustee so removed and one copy to the
successor Eligible Lender Trustee and payment of all fees owed to the outgoing
Eligible Lender Trustee.

      Any resignation or removal of the Eligible Lender Trustee and appointment
of a successor Eligible Lender Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the
successor Eligible Lender Trustee pursuant to Section 10.3, payment of all fees
and expenses owed to the outgoing Eligible Lender Trustee and the filing of a
certificate of amendment to the Trust's certificate of trust pursuant to Section
3810(b) of the Delaware Business Trust Act. The Administrator shall provide
notice of such resignation or removal of the Eligible Lender Trustee and to each
of the Rating Agencies.

      SECTION 10.3 Successor Eligible Lender Trustee. Any successor Eligible
Lender Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and
deliver to the Administrator and to its predecessor Eligible Lender Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Eligible Lender Trustee shall become
effective and such successor Eligible Lender Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Agreement, with like effect
as if originally named as Eligible Lender Trustee. The


                                       33
<PAGE>

predecessor Eligible Lender Trustee shall upon payment of its fees and expenses
deliver to the successor Eligible Lender Trustee all documents, statements,
moneys and properties held by it under this Agreement and shall assign, if
permissible, to the successor Eligible Lender Trustee the lender identification
number obtained from the Department on behalf of the Trust; and the
Administrator and the predecessor Eligible Lender Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Eligible Lender
Trustee all such rights, powers, duties and obligations.

      No successor Eligible Lender Trustee shall accept such appointment as
provided in this Section unless at the time of such acceptance such successor
Eligible Lender Trustee shall be eligible pursuant to Section 10.1.

      Upon acceptance of appointment by a successor Eligible Lender Trustee
pursuant to this Section, the Administrator shall mail notice of the successor
of such Eligible Lender Trustee to all Certificateholders, the Indenture
Trustee, the Noteholders, the Rating Agencies and the Swap Counterparties. If
the Administrator shall fail to mail such notice within 10 days after acceptance
of appointment by the successor Eligible Lender Trustee, the successor Eligible
Lender Trustee shall cause such notice to be mailed at the expense of the
Administrator.

      SECTION 10.4 Merger or Consolidation of Eligible Lender Trustee. Any
corporation into which the Eligible Lender Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Eligible Lender Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Eligible Lender Trustee, shall, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, be the successor of the
Eligible Lender Trustee hereunder; provided that such corporation shall be
eligible pursuant to Section 10.1; and provided further that the Eligible Lender
Trustee shall mail notice of such merger or consolidation to the Rating Agencies
not less than 15 days prior to the effective date thereof.

      SECTION 10.5 Appointment of Co-Eligible Lender Trustee or Separate
Eligible Lender Trustee. Notwithstanding any other provisions of this Agreement,
at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust may at the time be located, the
Administrator and the Eligible Lender Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint


                                       34
<PAGE>

one or more Persons approved by the Eligible Lender Trustee, meeting the
eligibility requirements of clauses (i) through (iii) of Section 10.1, to act as
co-trustee, jointly with the Eligible Lender Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Estate, and to vest in such
Person, in such capacity, such title to the Trust Estate, or any part thereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Eligible Lender
Trustee may consider necessary or desirable. If the Administrator shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, the Eligible Lender Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee under this Agreement shall be
required to meet the terms of eligibility as a successor trustee pursuant to
clauses (iv), (v) and (vi) of Section 10.1 and no notice of the appointment of
any co-trustee or separate trustee shall be required pursuant to Section 10.3.

      Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

            (i) all rights, powers, duties, and obligations conferred or imposed
      upon the Eligible Lender Trustee shall be conferred upon and exercised or
      performed by the Eligible Lender Trustee and such separate trustee or
      co-trustee jointly (it being understood that such separate trustee or
      co-trustee is not authorized to act separately without the Eligible Lender
      Trustee joining in such act), except to the extent that under any law of
      any jurisdiction in which any particular act or acts are to be performed,
      the Eligible Lender Trustee shall be incompetent or unqualified to perform
      such act or acts, in which event such rights, powers, duties, and
      obligations (including the holding of title to the Trust or any portion
      thereof in any such jurisdiction) shall be exercised and performed singly
      by such separate trustee or co-trustee, solely at the direction of the
      Eligible Lender Trustee;

            (ii) no trustee under this Agreement shall be personally liable by
      reason of any act or omission of any other trustee under this Agreement;
      and

            (iii) the Administrator and the Eligible Lender Trustee acting
      jointly may at any time accept the resignation of or remove any separate
      trustee or co-trustee.

      Any notice, request or other writing given to the Eligible Lender Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if


                                       35
<PAGE>

given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this Article.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Eligible Lender Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Eligible Lender Trustee. Each such instrument shall be filed with the Eligible
Lender Trustee and a copy thereof given to the Administrator.

      Any separate trustee or co-trustee may at any time appoint the Eligible
Lender Trustee as its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all its
estates, properties, rights, remedies and trusts shall vest in and be exercised
by the Eligible Lender Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                                  ARTICLE XI

                                 Miscellaneous

      SECTION 11.1 Supplements and Amendments. This Agreement may be amended by
the Depositor and the Eligible Lender Trustee, with prior written notice to the
Rating Agencies, without the consent of any of the Noteholders, the
Certificateholders or the Swap Counterparties, to cure any ambiguity, to correct
or supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or modifying in any manner the rights of the Noteholders, the
Certificateholders or the Swap Counterparties; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder, Certificateholder or any Swap
Counterparty.

      This Agreement may also be amended from time to time by the Depositor and
the Eligible Lender Trustee, with prior written notice to the Rating Agencies,
with the consent of (i) the Noteholders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes and (ii) the Certificateholders
of Certificates evidencing not less than a majority of the Certificate Principal
Balance, for the purpose of adding any


                                       36
<PAGE>

provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that no such amendment shall (a) increase
or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Trust Student Loans or distributions that shall be
required to be made for the benefit of the Noteholders or the Certificateholders
or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes
and the Certificate Principal Balance required to consent to any such amendment,
without the consent of all the outstanding Noteholders and Certificateholders.

      This Agreement may also be amended from time to time by the Depositor and
the Eligible Lender Trustee, with prior written notice to the Rating Agencies,
with the consent of the affected Swap Counterparty for the purpose of adding any
provisions to, changing in any manner, or eliminating any of the provisions of
this Agreement or modifying in any manner the rights of a Swap Counterparty if
in the Opinion of Counsel such amendment materially adversely affects the
interests of such Swap Counterparty.

      Promptly after the execution of any such amendment or consent, the
Eligible Lender Trustee shall furnish written notification of the substance of
such amendment or consent to each Certificateholder, the Indenture Trustee, the
Swap Counterparties and each of the Rating Agencies.

      It shall not be necessary for the consent of Certificateholders, the
Noteholders, the Indenture Trustee or any Swap Counterparty pursuant to this
Section to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Eligible Lender Trustee may
prescribe.

      Prior to the execution of any amendment to this Agreement, the Eligible
Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Agreement. The Eligible Lender Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Eligible Lender Trustee's own rights,
duties or immunities under this Agreement or otherwise.


                                       37
<PAGE>

      SECTION 11.2 No Legal Title to Trust Estate in Certificateholders. Neither
the Certificateholders nor the holder of the Excess Distribution Certificate
shall have legal title to any part of the Trust Estate. The Certificateholders
shall be entitled to receive distributions with respect to their undivided
beneficial ownership interest therein only in accordance with Articles V and IX.
The holder of the Excess Distribution Certificate shall be entitled to receive
distributions with respect to its undivided beneficial ownership interest
therein only in accordance with Section 3.13 of this Agreement. No transfer, by
operation of law or otherwise, of any right, title, or interest of the
Certificateholders or of the holder of the Excess Distribution Certificate to
and in their beneficial ownership interest in the Trust Estate shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Trust
Estate.

      SECTION 11.3 Limitations on Rights of Others. Except for Section 2.7, the
provisions of this Agreement are solely for the benefit of the Eligible Lender
Trustee, the Depositor, the Certificateholders, the Administrator and, to the
extent expressly provided herein, the Indenture Trustee, the Noteholders and the
Swap Counterparties, and nothing in this Agreement (other than Section 2.7),
whether express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

      SECTION 11.4 Notices.

      (a)   Unless otherwise expressly specified or permitted by the terms
            hereof, all notices shall be in writing and shall be deemed given
            upon receipt by the intended recipient or three Business Days after
            mailing if mailed by certified mail, postage prepaid (except that
            notice to the Eligible Lender Trustee shall be deemed given only
            upon actual receipt by the Eligible Lender Trustee), if to the
            Eligible Lender Trustee, addressed to its Corporate Trust Office; if
            to the Depositor, addressed to SLM Funding Corporation, 777 Twin
            Creek Drive, Killeen, Texas 76543, or, as to each party, at such
            other address as shall be designated by such party in a written
            notice to each other party.

      (b)   Any notice required or permitted to be given to a Certificateholder
            shall be given by first-class mail, postage prepaid, at the address
            of such Certificateholder as shown in the Certificate Register.


                                       38
<PAGE>

            Any notice so mailed within the time prescribed in this Agreement
            shall be conclusively presumed to have been duly given, whether or
            not the Certificateholder receives such notice.

      SECTION 11.5 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      SECTION 11.6 Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      SECTION 11.7 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon to the benefit of, the Depositor and its
successors, the Eligible Lender Trustee and its successors, each
Certificateholder and its successors and permitted assigns, each holder of the
Excess Distribution Certificate and its successors and permitted assigns, all as
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a Certificateholder shall bind the successors and
assigns of such Certificateholder.

      SECTION 11.8 No Petition.

      (a)   The Depositor will not at any time institute against the Trust any
            bankruptcy proceedings under any United States Federal or state
            bankruptcy or similar law in connection with any obligations
            relating to the Trust Certificates, the Notes, this Agreement or any
            of the other Basic Documents.

      (b)   The Eligible Lender Trustee (not in its individual capacity but
            solely as Eligible Lender Trustee), by entering into this Agreement,
            each Certificateholder by accepting a Trust Certificate, the holder
            of the Excess Distribution Certificate by accepting the Excess
            Distribution Certificate, and the Indenture Trustee and each
            Noteholder by accepting the benefits of this Agreement, hereby
            covenant and agree that they will not at any time institute against
            the Depositor or the Trust, or join in any institution against the
            Depositor or the Trust of, any bankruptcy, reorganization,
            arrangement, insolvency, receivership or liquidation

                                       39
<PAGE>

            proceedings, or other proceedings under any United States Federal or
            state bankruptcy or similar law in connection with any obligations
            relating to the Trust Certificates, the Notes, this Agreement or any
            of the other Basic Documents.

      SECTION 11.9 No Recourse. Each Certificateholder by accepting a Trust
Certificate acknowledges that such Certificateholder's Trust Certificates
represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Depositor, the Servicer, the Administrator, the
Eligible Lender Trustee, the Indenture Trustee, any Swap Counterparty or any
Affiliate thereof or any officer, director or employee of any thereof and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated in this Agreement, the Trust Certificates or
the other Basic Documents. Each holder of the Excess Distribution Certificate by
accepting the Excess Distribution Certificate acknowledges that such holder's
certificate represents beneficial interests in the Trust only and do not
represent interests in or obligations of the Depositor, the Servicer, the
Administrator, the Eligible Lender Trustee, the Indenture Trustee, any Swap
Counterparty or any Affiliate thereof or any officer, director or employee of
any thereof and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated in this Agreement, the
Excess Distribution Certificate or the other Basic Documents.


      SECTION 11.10 Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

      SECTION 11.11 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.


                                       40
<PAGE>

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

                              CHASE MANHATTAN BANK DELAWARE,
                              not in its individual capacity
                              but solely as Eligible Lender
                              Trustee,


                              By /s/ John J. Cashin
                                 ________________________________
                                 Name:  John J. Cashin
                                 Title: Vice President


                              SLM FUNDING CORPORATION,
                              Depositor,


                              By /s/ J. Lance Franke
                                 ________________________________
                                 Name:  J. Lance Franke
                                 Title: Chief Financial Officer


                                       41
<PAGE>

                                                                       EXHIBIT A
                                                          TO THE TRUST AGREEMENT

                           [FORM OF TRUST CERTIFICATE]
                      [SEE REVERSE FOR CERTAIN DEFINITIONS]

      Unless this Trust Certificate is presented by an authorized representative
of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer
(as defined below) or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

      THIS TRUST CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A
BENEFIT PLAN (AS DEFINED BELOW). THIS CERTIFICATE IS NOT GUARANTEED OR INSURED
BY ANY GOVERNMENTAL AGENCY.

      NUMBER                              $______________
      R-1                                 CUSIP NO.
  _____________

                          SLM STUDENT LOAN TRUST 2000-3
                  FLOATING RATE STUDENT LOAN-BACKED CERTIFICATE

      evidencing a fractional undivided interest in the Trust, as defined below,
      the property of which includes a pool of student loans sold to the Trust
      by SLM Funding Corporation.

      (This Trust Certificate does not represent an interest in or obligation of
      SLM Funding Corporation, the Servicer (as defined below), the Eligible
      Lender Trustee (as defined below) or any of their respective affiliates,
      except to the extent described below.)


                                       1
<PAGE>

      THIS CERTIFIES THAT Cede & Co. is the registered owner of $_____________
non-assessable, fully-paid, fractional undivided interest in the SLM Student
Loan Trust 2000-3 (the "Trust"), a trust formed under the laws of the State of
Delaware by SLM Funding Corporation, a Delaware corporation (the "Depositor").
The Trust was created pursuant to a Trust Agreement dated as of April 1, 2000
(the "Trust Agreement"), between the Depositor and Chase Manhattan Bank
Delaware, a Delaware banking corporation, not in its individual capacity but
solely as eligible lender trustee on behalf of the Trust (the "Eligible Lender
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in Appendix A to the Trust
Agreement.

      This Certificate is one of the duly authorized Certificates designated as
"Floating Rate Student Loan- Backed Certificates" (herein called the "Trust
Certificates"). This Trust Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the holder of this Trust Certificate by virtue of the acceptance
hereof assents and by which such holder is bound. The property of the Trust
includes a pool of student loans (the "Trust Student Loans"), all moneys paid
thereunder on or after March 27, 2000, certain bank accounts and the proceeds
thereof and certain other rights under the Trust Agreement, the Sale Agreement,
the Purchase Agreement, the Administration Agreement and the Servicing Agreement
and all proceeds of the foregoing. The rights of the holders of the Trust
Certificates to the assets of the Trust are subordinated to the rights of the
holders of the Notes issued under the Indenture dated as of April 1, 2000,
between the Trust and Bankers Trust Company, as Indenture Trustee, and
designated as "Floating Rate Student Loan-Backed Notes" (the "Notes"), as set
forth in the Trust Agreement, the Indenture and the Administration Agreement.

      Under the Trust Agreement, to the extent of funds available therefor,
interest on the Certificate Principal Balance of this Trust Certificate at the
Certificate Rate (as defined below) will be distributed on the 25th day of each
January, April, July and October (or, if such 25th


                                       2
<PAGE>

day is not a Business Day, the next succeeding Business Day) (each a
"Distribution Date"), commencing on October 25, 2000, to the person in whose
name this Trust Certificate is registered as of the close of business on the day
immediately preceding the Distribution Date (such day the "Record Date"), in
each case to the extent of such Certificateholder's pro rata interest in the
amount or amounts to be distributed to Certificateholders on such Distribution
Date pursuant to the Administration Agreement.

      The Certificate Rate for each Accrual Period shall be equal to Three-Month
LIBOR, except for the first Accrual Period, which shall be Six-Month LIBOR, on
the second business day before the beginning of that Accrual Period plus 0.55%
per annum.

      Each holder of this Trust Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Trust Certificate from
Available Funds and amounts on deposit in the Reserve Account are subordinated
to the rights of the Noteholders as described in the Trust Agreement, the
Indenture and the Administration Agreement.

      It is the intent of the Depositor, the Certificateholders and the
Certificate Owners that, for purposes of Federal, state and local income and
franchise and any other income taxes, the Certificates will be treated as
newly-issued debt. The Depositor and the other Certificateholders by acceptance
of a Trust Certificate (and the Certificate Owners by acceptance of a beneficial
interest in a Trust Certificate), agree to treat, and to take no action
inconsistent with the treatment of, the Trust Certificates for such tax purposes
as newly-issued debt.

      Each Certificateholder or Certificate Owner, by its acceptance of a Trust
Certificate or, in the case of a Certificate Owner, a beneficial interest in a
Trust Certificate, covenants and agrees that such Certificateholder or
Certificate Owner, as the case may be, will not at any time institute against
the Depositor or the Trust, or join in any institution against the Depositor or
the Trust of, any bankruptcy, reorganization, arrangement, insolvency,
receivership or


                                       3
<PAGE>

liquidation proceedings, or other proceedings under any United States Federal
or state bankruptcy or similar law in connection with any obligations relating
to the Trust Certificates, the Notes, the Trust Agreement or any of the other
Basic Documents.

      Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by the Eligible Lender Trustee by wire transfer or by check
mailed to the Certificateholder of record in the Certificate Register without
the presentation or surrender of this Trust Certificate or the making of any
notation hereon, except that with respect to Trust Certificates registered on
the Record Date in the name of the nominee of the Clearing Agency, unless
Definitive Certificates have been issued (initially, such nominee to be Cede &
Co.), payments will be made by wire transfer in immediately available funds to
the account designated by such nominee. Except as otherwise provided in the
Trust Agreement and notwithstanding the above, the final distribution on this
Trust Certificate will be made after due notice by the Eligible Lender Trustee
of the pendency of such distribution and only upon presentation and surrender of
this Trust Certificate at the office or agency maintained for the purpose by the
Eligible Lender Trustee in the Borough of Manhattan, The City of New York.

      Reference is hereby made to the further provisions of this Trust
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Eligible Lender Trustee or its authenticating
agent, by manual signature, this Trust Certificate shall not entitle the holder
hereof to any benefit under the Trust Agreement or the Administration Agreement
or be valid for any purpose.


                                       4
<PAGE>

            IN WITNESS WHEREOF, the Eligible Lender Trustee on behalf of the
Trust and not in its individual capacity has caused this Trust Certificate to be
duly executed as of the date set forth below.

                              SLM STUDENT LOAN TRUST 2000-3

                              by CHASE MANHATTAN BANK DELAWARE, not in its
                              individual capacity but solely as Eligible
                              Lender Trustee.


                              By:
                                  ____________________________
                                       Authorized Signatory

Date: April 26, 2000


                                       5
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Trust Certificates referred to in the within-mentioned Trust
Agreement.

                              CHASE MANHATTAN BANK DELAWARE, not in its
                              individual capacity but solely as
                              Eligible Lender Trustee,


                              By:____________________________
                                     Authorized Signatory


                              OR


                              THE CHASE MANHATTAN BANK, solely in its
                              capacity as Authenticating Agent for the
                              Eligible Lender Trustee,


                              By:____________________________
                                   Authenticating Agent


Date: April 26, 2000


                                       6
<PAGE>

                         [Reverse of Trust Certificate]

      The Trust Certificates do not represent an obligation of, or an interest
in, the Depositor, Sallie Mae Servicing Corporation, as servicer (the
"Servicer"), Student Loan Marketing Association, as administrator (the
"Administrator"), the Eligible Lender Trustee or any affiliates of any of them,
and no recourse may be had against such parties or their assets, except as may
be expressly set forth or contemplated herein, in the Trust Agreement or in the
other Basic Documents. In addition, this Trust Certificate is not guaranteed by
any governmental agency or instrumentality and is limited in right of payment to
certain collections with respect to the Trust Student Loans, all as more
specifically set forth in the Trust Agreement. A copy of each of the Trust
Agreement, the Sale Agreement, the Purchase Agreement, the Administration
Agreement, Servicing Agreement and the Indenture may be examined during normal
business hours at the principal office of the Administrator, and at such other
places, if any, designated by the Administrator, by any Certificateholder upon
request.

      The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the certification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Trust Agreement at
any time by the Depositor and the Eligible Lender Trustee with the consent of
the holders of the Notes and the Trust Certificates each voting as a class
evidencing not less than a majority of the outstanding principal balance of the
Notes and the Certificate Principal Balance. Any such consent by the holder of
this Trust Certificate shall be conclusive and binding on such holder and on all
future holders of this Certificate and of any Trust Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Trust Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the holders of any of the Trust Certificates.


                                       7
<PAGE>

      As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of the Trust Certificates is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by Chase Manhattan Bank Delaware
in its capacity as Certificate Registrar, or by any successor Certificate
Registrar, in the Borough of Manhattan, The City of New York, accompanied by a
written instrument of transfer in form satisfactory to the Eligible Lender
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Trust Certificates of authorized denominations evidencing the same aggregate
interest in the Trust will be issued to the designated transferee.

      The Trust Certificates are issuable only as registered Trust Certificates
without coupons in denominations of $100,000 or in integral multiples of $1,000
in excess thereof. As provided in the Trust Agreement and subject to certain
limitations therein set forth, Trust Certificates are exchangeable for new Trust
Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Eligible Lender Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.

      The Eligible Lender Trustee, the Certificate Registrar and any agent of
the Eligible Lender Trustee or the Certificate Registrar may treat the person in
whose name this Trust Certificate is registered as the owner hereof for all
purposes, and none of the Eligible Lender Trustee or the Certificate Registrar
or any such agent shall be affected by any notice to the contrary.

      The Trust Certificates (including any beneficial interests therein) may
not be acquired by or for the account of (i) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (ii) a plan described in section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"), including an individual retirement


                                       8
<PAGE>

account described in Section 408(a) of the Code or a Keogh plan or (iii) any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity (each, a "Benefit Plan"). By accepting and holding this
Trust Certificate, the Holder hereof shall be deemed to have represented and
warranted that it is not a Benefit Plan, it is not purchasing this Trust
Certificate on behalf of a Benefit Plan, is not using assets of a Benefit Plan
to purchase this Trust Certificate and to have agreed that if this Trust
Certificate is deemed to be a plan asset, the Holder will promptly dispose of
this Trust Certificate.

      The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholders
of all amounts required to be paid to them pursuant to the Trust Agreement, the
Administration Agreement and the Indenture and the disposition of all property
held as part of the Trust. The Depositor may at its option purchase the corpus
of the Trust at a price specified in the Administration Agreement, and such
purchase of the Trust Student Loans and other property of the Trust will effect
early retirement of the Trust Certificates; however, such right of purchase is
exercisable only on any Distribution Date on or after the date on which the Pool
Balance is less than or equal to 10% of the Initial Pool Balance. Any Trust
Student Loans remaining in the Trust as of the end of the Collection Period
immediately preceding the Trust Auction Date will be offered for sale by the
Indenture Trustee by auction in accordance with the procedure described in the
Indenture.

      This Trust Certificate shall be construed in accordance with the laws of
the State of Delaware, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.


                                       9
<PAGE>

                              ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


________________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)


________________________________________________________________________________
the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


_______________________________________________________________________ Attorney
to transfer said Trust Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.


Dated:


______________________________*
      Signature Guaranteed:


______________________________*

*     NOTICE: The signature to this assignment must correspond with the name as
      it appears upon the face of the within Trust Certificate in every
      particular, without alteration, enlargement or any change whatever. Such
      signature must be guaranteed by a member firm of the New York Stock
      Exchange or a commercial bank or trust company.


                                       10
<PAGE>

                                                                       EXHIBIT B
                                                          TO THE TRUST AGREEMENT

                    FORM OF CERTIFICATE DEPOSITORY AGREEMENT
<PAGE>

                                       2
<PAGE>

                                                                       EXHIBIT C
                                                          TO THE TRUST AGREEMENT

                    [FORM OF EXCESS DISTRIBUTION CERTIFICATE]
                      [SEE REVERSE FOR CERTAIN DEFINITIONS]

      THIS EXCESS DISTRIBUTION CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW). THIS CERTIFICATE IS NOT GUARANTEED
OR INSURED BY ANY GOVERNMENTAL AGENCY.

                          SLM STUDENT LOAN TRUST 2000-3
                         EXCESS DISTRIBUTION CERTIFICATE

      evidencing a fractional undivided interest in the Trust, as defined below,
      the property of which includes a pool of student loans sold to the Trust
      by SLM Funding Corporation.

      (This Excess Distribution Certificate does not represent an interest in or
      obligation of SLM Funding Corporation, the Servicer (as defined below),
      the Eligible Lender Trustee (as defined below) or any of their respective
      affiliates, except to the extent described below.)
<PAGE>

      THIS CERTIFIES THAT SLM Funding Corporation is the registered owner of a
100% percentage interest in this Excess Distribution Certificate. The SLM
Student Loan Trust 2000-3 (the "Trust") was formed under the laws of the State
of Delaware by SLM Funding Corporation, a Delaware corporation (the
"Depositor"). The Trust was created pursuant to a Trust Agreement dated as of
April 1, 2000 (the "Trust Agreement"), between the Depositor and Chase Manhattan
Bank Delaware, a Delaware banking corporation, not in its individual capacity
but solely as eligible lender trustee on behalf of the Trust (the "Eligible
Lender Trustee"), a summary of certain of the pertinent provisions of which is
set forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in Appendix A to the Trust
Agreement.

      Issued under the Indenture dated as of April 1, 2000, between the Trust
and Bankers Trust Company, as Indenture Trustee, are Notes designated as
"Floating Rate Student Loan-Backed Notes" (the "Notes"), and issued under the
Trust Agreement are Certificates designated as "Floating Rate Student
Loan-Backed Certificates" (the "Certificates"). This Excess Distribution
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the holder of this
Excess Distribution Certificate by virtue of the acceptance hereof assents and
by which such holder is bound. The property of the Trust includes a pool of
student loans (the "Trust Student Loans"), all moneys paid thereunder on or
after March 27, 2000, certain bank accounts and the proceeds thereof and certain
other rights under the Trust Agreement, the Sale Agreement, the Purchase
Agreement, the Administration Agreement and the Servicing Agreement and all
proceeds of the foregoing.

      To the extent of funds available therefor, amounts owing hereon will be
distributed on the 25th day of each January, April, July and October (or, if
such 25th day is not a Business Day, the next succeeding Business Day) (each a
"Distribution Date"), commencing on October 25, 2000, to the person in whose
name this Excess Distribution Certificate is registered as of the close of
business on the day immediately preceding the Distribution Date (such day the
"Record Date"), in each


                                       2
<PAGE>

case to the extent of such holder's fractional and undivided interest in the
amount to be distributed hereon on such Distribution Date pursuant to Section
2.8C.1(F)(ii) of the Administration Agreement.

      The holder of this Excess Distribution Certificate acknowledges and agrees
that its rights to receive distributions in respect of this Excess Distribution
Certificate are subordinated to the rights of the Noteholders and the
Certificateholders as described in the Basic Documents.

      It is the intent of the Depositor, the Certificateholders, the Certificate
Owners and the holder of this Excess Distribution Certificate that, for purposes
of Federal, state and local income and franchise and any other income taxes, the
Notes and Certificates will be treated as newly-issued debt and this Excess
Distribution Certificate will be treated as equity in the Trust. The holder of
this Excess Distribution Certificate agrees to treat, and to take no action
inconsistent with the treatment of, this Excess Distribution Certificate for
such tax purposes as equity in the Trust.

      The holder of this Excess Distribution Certificate, by its acceptance of
this Excess Distribution Certificate, covenants and agrees that such holder will
not at any time institute against the Depositor or the Trust, or join in any
institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency, receivership or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to this
Excess Distribution Certificate, the Certificates, the Notes, the Trust
Agreement or any of the other Basic Documents.

      Distributions on this Excess Distribution Certificate will be made as
provided in the Administration Agreement to the holder of record hereof without
the presentation or surrender of this Excess Distribution Certificate or the
making of any notation hereon. Except as otherwise provided in the Trust
Agreement and notwithstanding the above, the final distribution on this Excess
Distribution Certificate will


                                       3
<PAGE>

be made after due notice by the Administrator of the pendency of such
distribution and only upon presentation and surrender of this Excess
Distribution Certificate at the office or agency maintained for the purpose by
the Eligible Lender Trustee in the Borough of Manhattan, The City of New York.

      Reference is hereby made to the further provisions of this Excess
Distribution Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.

      Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Eligible Lender Trustee or its authenticating
agent, by manual signature, this Excess Distribution Certificate shall not
entitle the holder hereof to any benefit under the Trust Agreement or the
Administration Agreement or be valid for any purpose.


                                       4
<PAGE>

            IN WITNESS WHEREOF, the Eligible Lender Trustee on behalf of the
Trust and not in its individual capacity has caused this Excess Distribution
Certificate to be duly executed as of the date set forth below.

                              SLM STUDENT LOAN TRUST 2000-3

                              by CHASE MANHATTAN BANK DELAWARE, not in its
                              individual capacity but solely as Eligible Lender
                              Trustee.


                              By:
                                  ______________________________
                                      Authorized Signatory

Date: April 26, 2000


                                       5
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is the Excess Distribution Certificate referred to in the within-mentioned
Trust Agreement.

                              CHASE MANHATTAN BANK DELAWARE, not in its
                              individual capacity but solely as
                              Eligible Lender Trustee,


                              By:______________________________
                                      Authorized Signatory


                              OR


                              THE CHASE MANHATTAN BANK, solely in its
                              capacity as Authenticating Agent for the
                              Eligible Lender Trustee,


                              By:______________________________
                                      Authenticating Agent

Date: April 26, 2000


                                       6
<PAGE>

                  [Reverse of Excess Distribution Certificate]

      This Excess Distribution Certificate does not represent an obligation of,
or an interest in, the Depositor, Sallie Mae Servicing Corporation, as servicer
(the "Servicer"), Student Loan Marketing Association, as administrator (the
"Administrator"), the Eligible Lender Trustee or any affiliates of any of them,
and no recourse may be had against such parties or their assets, except as may
be expressly set forth or contemplated herein, in the Trust Agreement or in the
other Basic Documents. In addition, this Excess Distribution Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections with respect to the Trust Student Loans, all
as more specifically set forth in the Administration Agreement. A copy of each
of the Trust Agreement, the Sale Agreement, the Purchase Agreement, the
Administration Agreement, the Servicing Agreement and the Indenture may be
examined during normal business hours at the principal office of the
Administrator, and at such other places, if any, designated by the
Administrator, by the holder of this Excess Distribution Certificate upon
request.

      The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the certification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Trust Agreement at
any time by the Depositor and the Eligible Lender Trustee with the consent of
the holders of the Notes and the Certificates each voting as a class evidencing
not less than a majority of the outstanding principal balance of the Notes and
the Certificate Principal Balance. The Trust Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
holders of any of the Certificates.

      As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Excess Distribution Certificate is
registerable in the Excess Distribution Certificate Register upon surrender of
this Excess Distribution Certificate for registration of transfer at the offices
or agencies maintained by Chase Manhattan Bank Delaware in its


                                       7
<PAGE>

capacity as Excess Distribution Certificate Registrar, or by any successor
Excess Distribution Certificate Registrar, in the Borough of Manhattan, The City
of New York, accompanied by a written instrument of transfer in form
satisfactory to the Eligible Lender Trustee and the Excess Distribution
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon a new Excess Distribution
Certificate will be issued to the designated transferee.

      As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Excess Distribution Certificate is exchangeable for a
new Excess Distribution Certificate as requested by the holder surrendering the
same. No service charge will be made for any such registration of transfer or
exchange, but the Eligible Lender Trustee or the Excess Distribution Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.

      The Eligible Lender Trustee, the Certificate Registrar and any agent of
the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may
treat the person in whose name this Excess Distribution Certificate is
registered as the owner hereof for all purposes, and none of the Eligible Lender
Trustee or the Excess Distribution Certificate Registrar or any such agent shall
be affected by any notice to the contrary.

      This Excess Distribution Certificate (including any beneficial interest
herein) may not be acquired by or for the account of (i) an employee benefit
plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of
Title I of ERISA, (ii) a plan described in section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended (the "Code"), including an individual
retirement account described in Section 408(a) of the Code or a Keogh plan or
(iii) any entity whose underlying assets include plan assets by reason of a
plan's investment in the entity (each, a "Benefit Plan"). By accepting and
holding this Excess Distribution Certificate, the holder hereof shall be deemed
to have represented and warranted that it is not a Benefit Plan, it is not
purchasing this Excess Distribution Certificate on behalf


                                       8
<PAGE>

of a Benefit Plan, is not using assets of a Benefit Plan to purchase this Excess
Distribution Certificate and to have agreed that if this Excess Distribution
Certificate is deemed to be a plan asset, the Holder will promptly dispose of
this Excess Distribution Certificate.

      The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholders
of all amounts required to be paid to them pursuant to the Trust Agreement, the
Administration Agreement and the Indenture and the disposition of all property
held as part of the Trust. The Depositor may at its option purchase the corpus
of the Trust at a price specified in the Administration Agreement; however, such
right of purchase is exercisable only on any Distribution Date on or after the
date on which the Pool Balance is less than or equal to 10% of the Initial Pool
Balance. Any Trust Student Loans remaining in the Trust as of the end of the
Collection Period immediately preceding the Trust Auction Date will be offered
for sale by the Indenture Trustee by auction in accordance with the procedure
described in the Indenture.

      This Excess Distribution Certificate shall be construed in accordance with
the laws of the State of Delaware, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.


                                       9
<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


________________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)


________________________________________________________________________________
the within Excess Distribution Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing


_______________________________________________________________________ Attorney
to transfer said Excess Distribution Certificate on the books of the Excess
Distribution Certificate Registrar, with full power of substitution in the
premises.

Dated:


______________________________*
      Signature Guaranteed:


______________________________*

*     NOTICE: The signature to this assignment must correspond with the name as
      it appears upon the face of the within the Excess Distribution Certificate
      in every particular, without alteration, enlargement or any change
      whatever. Such signature must be guaranteed by a member firm of the New
      York Stock Exchange or a commercial bank or trust company.


                                       10
<PAGE>

                                     ANNEX 1
                             TO THE TRUST AGREEMENT
                            DATED AS OF APRIL 1, 2000
                        BETWEEN SLM FUNDING CORPORATION,
                                AS DEPOSITOR, AND
                         CHASE MANHATTAN BANK DELAWARE,
                           AS ELIGIBLE LENDER TRUSTEE

      All defined terms are used herein as defined in the Trust Agreement
referred to above.

      Existence. The Depositor will maintain its corporate existence and its
good standing under the laws of the State of Delaware.

      Procedures Observed. The Depositor will observe all corporate procedures
required by its Certificate of Incorporation, its by-laws and the corporation
law of the State of Delaware.

      Management. The business and affairs of the Depositor will be managed by
or under the direction of the Depositor's Board of Directors. The Depositor will
at all times ensure that its Board of Directors duly authorizes all corporate
actions requiring Board authorization. When necessary, the Depositor will obtain
proper authorization from its stockholder for corporate action. Its stockholder
will not be actively involved in the day-to-day management of the Depositor
except as contemplated by an arm's length management services contract.

      Records. The Depositor will maintain separate corporate records and books
of account from those of its stockholder or any other affiliate of its
stockholder. The Depositor will keep correct and complete books and records of
account and minutes of the meetings and other proceedings of its stockholder and
Board of Directors. The resolutions, agreements and other instruments underlying
the transactions contemplated by the Trust Agreement will be continuously
maintained as official records by the Depositor.

      Offices. The Depositor will have an address and telephone number
distinguishable from those of its stockholder. To the extent the Depositor's
office is located in the office of its stockholder or any affiliate of its
stockholder, the Depositor will pay fair market rent for any such office space
and a fair share of any material overhead costs.


                                        1
<PAGE>

      Identifiable Assets. Except in connection with the customary operation of
such cash management system as its stockholder may from time to time in the
ordinary course of business implement for itself and its consolidated
subsidiaries (which cash management system will be operated such that all
transfers of funds are properly documented and the respective assets and
liabilities of the Depositor and its stockholder are ascertainable at all
times), the Depositor's funds and other assets will be identifiable and will not
be commingled with those of its stockholder or any other entity. The Depositor
will maintain separate banking records and books of account from those of its
stockholder or any other affiliate of its stockholder.

      Capitalization. The Depositor will not engage in any business for which
its capitalization would not be adequate.

      Expenses. The Depositor will pay from its own funds and assets all
obligations and indebtedness incurred by it and will provide for its own
material operating expenses and liabilities from its own funds. General overhead
and administrative expenses of its stockholder will not be charged or otherwise
allocated to the Depositor (unless directly attributable to services provided to
or for the account of the Depositor) and such expenses of the Depositor which
are material will not be charged or otherwise allocated to its stockholder. Any
organizational expenses of the Depositor and expenses relating to the
preparation, negotiation, execution and delivery of the Transaction Documents
paid by its stockholder will be charged back to the Depositor. Such expenses
will be paid by the Depositor from amounts available to it as a result of the
capital contributions made by its stockholder, from the yield earned by it on
its Certificates, or from the retained portion of Deferred Payments made to it
under the Sale Agreement.

      Conduct. The Depositor will conduct its business solely in its own name so
as not to mislead others as to the identity of the Depositor. Without limiting
the generality of the foregoing, all oral and written communications related to
the Depositor, including without limitation letters, invoices, purchase orders,
contracts, statements and applications, will be made solely in the name of the
Depositor except for items pursuant to the Facilities and Services Agreement
between the Depositor and its stockholder. The Depositor will utilize its own
separate stationery.


                                        2
<PAGE>

      Inter-company Claims. The Depositor will not enter into any guarantees
made by its stockholder with respect to obligations of the Depositor and the
Depositor will make no guarantees with respect to obligations of its
stockholder. There will be no inter-company debt or claims between the Depositor
and its stockholder other than (i) the obligation of the Depositor to pay to its
stockholder the Deferred Payment under the Purchase Agreement, (ii) the demand
note of its stockholder contributed to the Depositor as part of the Depositor's
capitalization, (iii) such inter-company claims as may arise in connection with
the management services contract referred to above, including a cash management
system for its stockholder and its consolidated subsidiaries as described above,
and (iv) such amounts as may temporarily be carried in inter-company accounts
relating to expenses incurred by its stockholder or its affiliates, to the
extent the Depositor is properly obligated to reimburse its stockholder or any
such affiliate for amounts allocable to the Depositor. The demand note referred
to above will be properly documented on the books and records of the Depositor.

      Reliance by Others. The Depositor will act solely in its name and through
its duly authorized officers or agents in the conduct of its businesses. The
Depositor will not: (a) hold itself out as having agreed to pay or become liable
for the debts of its stockholder; (b) fail to correct any known
misrepresentation with respect to the foregoing; (c) operate or purport to
operate as an integrated, single economic unit with respect to its stockholder
or in its dealings with any other affiliated or unaffiliated entity; (d) seek or
obtain credit or incur any obligation to any third party based upon the assets
of its stockholder or any other affiliated or unaffiliated entity; or (e) induce
any such third party to reasonably rely on the creditworthiness of its
stockholder or any other affiliated or unaffiliated entity for the payment or
performance of the Depositor.

      Arm's Length. The Depositor will maintain an arm's length relationship
between the Depositor and its stockholder and between the Depositor and any
affiliates of its stockholder.

      Disclosure of the Transactions. The annual financial statements of the
Depositor will disclose the effects of the Transactions in accordance with
generally accepted accounting principles. The transfer of the Loans by its
stockholder to the Depositor pursuant to the


                                       3
<PAGE>

Purchase Agreement will be treated as a purchase by the Depositor under
generally accepted accounting principles. In particular, the financial
statements of the Depositor will clearly indicate its existence separate from
its stockholder and will reflect its separate assets and liabilities. None of
such financial statements, nor any consolidated financial statements for its
stockholder, will suggest in any way that the assets of the Depositor are
available to pay the claims of creditors of its stockholder or any other entity.
Any consolidated financial statements of its stockholder and its subsidiaries
prepared for the benefit of third parties will disclose, through appropriate
footnotes or otherwise, the separate corporate existence of the Depositor.


                                        4