<PAGE>

                                                                     Exhibit 4.3

================================================================================

                                    INDENTURE

                                      among

                          SLM STUDENT LOAN TRUST 2004-4
                                 as the Issuer,

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

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                       not in its individual capacity but
                         solely as the Indenture Trustee

                             Dated as of May 1, 2004

================================================================================

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                                TABLE OF CONTENTS

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                                    ARTICLE I

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

                                   ARTICLE II
                                   The Notes

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

                                   ARTICLE III
                                    Covenants

SECTION 3.1      Payments to Noteholders......................................................       9
SECTION 3.2      Maintenance of Office or Agency..............................................      10
SECTION 3.3      Money for Payments to be Held in Trust.......................................      10
SECTION 3.4      Existence....................................................................      12
SECTION 3.5      Protection of Indenture Trust Estate.........................................      12
SECTION 3.6      Opinions as to Indenture Trust Estate........................................      12
SECTION 3.7      Performance of Obligations; Servicing of Trust Student Loans.................      13
SECTION 3.8      Negative Covenants...........................................................      15
SECTION 3.9      Annual Statement as to Compliance............................................      16
SECTION 3.10     Issuer May Consolidate, etc., Only on Certain Terms..........................      16
SECTION 3.11     Successor or Transferee......................................................      18
SECTION 3.12     No Other Business............................................................      18
SECTION 3.13     No Borrowing.................................................................      18
SECTION 3.14     Obligations of Servicer and Administrator....................................      18
SECTION 3.15     Guarantees, Loans, Advances and Other Liabilities............................      18
SECTION 3.16     Capital Expenditures.........................................................      18
SECTION 3.17     Restricted Payments..........................................................      18
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SECTION 3.18     Notice of Events of Default..................................................      19
SECTION 3.19     Further Instruments and Acts.................................................      19

                                   ARTICLE IV
                           Satisfaction and Discharge

SECTION 4.1      Satisfaction and Discharge of Indenture......................................      19
SECTION 4.2      Application of Trust Money...................................................      20
SECTION 4.3      Repayment of Moneys Held by Paying Agent.....................................      20
SECTION 4.4      Auction of Trust Student Loans...............................................      20

                                    ARTICLE V
                                    Remedies

SECTION 5.1      Events of Default............................................................      21
SECTION 5.2      Acceleration of Maturity; Rescission and Annulment...........................      22
SECTION 5.3      Collection of Indebtedness and Suits for Enforcement by Indenture Trustee....      23
SECTION 5.4      Remedies; Priorities.........................................................      25
SECTION 5.5      Optional Preservation of the Trust Student Loans.............................      27
SECTION 5.6      Limitation of Suits..........................................................      27
SECTION 5.7      Unconditional Rights of Noteholders to Receive Principal and Interest........      28
SECTION 5.8      Restoration of Rights and Remedies...........................................      28
SECTION 5.9      Rights and Remedies Cumulative...............................................      28
SECTION 5.10     Delay or Omission Not a Waiver...............................................      28
SECTION 5.11     Control by Noteholders.......................................................      28
SECTION 5.12     Waiver of Past Defaults......................................................      29
SECTION 5.13     Undertaking for Costs........................................................      29
SECTION 5.14     Waiver of Stay or Extension Laws.............................................      30
SECTION 5.15     Action on Notes..............................................................      30
SECTION 5.16     Performance and Enforcement of Certain Obligations...........................      30

                                   ARTICLE VI
                             The Indenture Trustee

SECTION 6.1      Duties of Indenture Trustee..................................................      31
SECTION 6.2      Rights of Indenture Trustee..................................................      32
SECTION 6.3      Individual Rights of Indenture Trustee.......................................      32
SECTION 6.4      Indenture Trustee's Disclaimer...............................................      32
SECTION 6.5      Notice of Defaults...........................................................      33
SECTION 6.6      Reports by Indenture Trustee to Noteholders..................................      33
SECTION 6.7      Compensation and Indemnity...................................................      33
SECTION 6.8      Replacement of Indenture Trustee.............................................      34
SECTION 6.9      Successor Indenture Trustee by Merger........................................      35
SECTION 6.10     Appointment of Co-Trustee or Separate Trustee................................      35
SECTION 6.11     Eligibility; Disqualification................................................      36
</TABLE>

                                       ii
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SECTION 6.12     Preferential Collection of Claims Against the Issuer.........................      36

                                   ARTICLE VII
                         Noteholders' Lists and Reports

SECTION 7.1      Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.......      37
SECTION 7.2      Preservation of Information; Communications to Noteholders...................      37
SECTION 7.3      Reports by Issuer............................................................      38

                                  ARTICLE VIII
                      Accounts, Disbursements and Releases

SECTION 8.1      Collection of Money..........................................................      38
SECTION 8.2      Trust Accounts...............................................................      38
SECTION 8.3      General Provisions Regarding Accounts........................................      39
SECTION 8.4      Release of Indenture Trust Estate............................................      39
SECTION 8.5      Opinion of Counsel...........................................................      40

                                   ARTICLE IX
                             Supplemental Indentures

SECTION 9.1      Supplemental Indentures Without Consent of Noteholders.......................      40
SECTION 9.2      Supplemental Indentures with Consent of Noteholders..........................      41
SECTION 9.3      Execution of Supplemental Indentures.........................................      43
SECTION 9.4      Effect of Supplemental Indenture.............................................      43
SECTION 9.5      Conformity with Trust Indenture Act..........................................      43
SECTION 9.6      Reference in Notes to Supplemental Indentures................................      43

                                    ARTICLE X
                               Redemption of Notes

SECTION 10.1     Redemption...................................................................      43
SECTION 10.2     Form of Redemption Notice....................................................      44
SECTION 10.3     Notes Payable on Redemption Date.............................................      44

                                   ARTICLE XI
                                  Miscellaneous

SECTION 11.1     Compliance Certificates and Opinions, etc....................................      44
SECTION 11.2     Form of Documents Delivered to Indenture Trustee.............................      46
SECTION 11.3     Acts of Noteholders..........................................................      47
SECTION 11.4     Notices, etc., to Indenture Trustee, Issuer and Rating Agencies..............      47
SECTION 11.5     Notices to Noteholders; Waiver...............................................      48
SECTION 11.6     Alternate Payment and Notice Provisions......................................      49
SECTION 11.7     Conflict with Trust Indenture Act............................................      49
SECTION 11.8     Effect of Headings and Table of Contents.....................................      49
SECTION 11.9     Successors and Assigns.......................................................      49
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                                      iii

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SECTION 11.10    Separability.................................................................      49
SECTION 11.11    Benefits of Indenture........................................................      49
SECTION 11.12    Legal Holidays...............................................................      49
SECTION 11.13    Governing Law................................................................      50
SECTION 11.14    Counterparts.................................................................      50
SECTION 11.15    Recording of Indenture.......................................................      50
SECTION 11.16    Trust Obligations............................................................      50
SECTION 11.17    No Petition..................................................................      50
SECTION 11.18    Inspection...................................................................      51
</TABLE>

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                       APPENDICES, SCHEDULES AND EXHIBITS

APPENDIX A       Definitions and Usage

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

EXHIBIT A        Forms of Notes
EXHIBIT B        Form of Note Depository Agreement

                                       v
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                  INDENTURE, dated as of May 1, 2004, among SLM STUDENT LOAN
TRUST 2004-4, a Delaware statutory trust (the "Issuer"), CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity but solely as eligible lender trustee on behalf of the Issuer (the
"Eligible Lender Trustee"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
banking corporation, not in its individual capacity but solely as indenture
trustee (the "Indenture Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the holders of the Issuer's
Student Loan-Backed Notes (the "Notes"):

                                 GRANTING CLAUSE

                  The Issuer and, with respect to the Trust Student Loans, the
Eligible Lender Trustee hereby Grant to the Indenture Trustee, as trustee for
the benefit of the Noteholders, effective as of the Closing Date all of their
right, title and interest in and to the following:

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

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

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

         (d) the Purchase Agreement, to the extent that the rights of the
Depositor thereunder have been assigned to the Issuer pursuant to the Sale
Agreement, including the right of the Depositor to cause SLMA to repurchase
Trust Student Loans from the Depositor under the circumstances described
therein;

         (e) the Administration Agreement and the Interest Rate Cap Agreement;

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

         (g) the Trust Accounts and all funds on deposit from time to time in
the Trust Accounts, including the Reserve Account Initial Deposit, if any, and
all investments and proceeds thereof (including all income thereon); and

         (h) all present and future claims, demands, causes and choses in action
in respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, general
intangibles, deposit accounts, insurance proceeds, condemnation awards, rights
to payment of

                                       1
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any and every kind and other forms of obligations and receivables, instruments
and other property which at any time constitute all or part of or are included
in the proceeds of any of the foregoing (collectively, the "Collateral").

                  The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.

                  The Indenture Trustee, as indenture trustee on behalf of the
Noteholders, acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that the
interests of the Noteholders may be adequately and effectively protected.

                                    ARTICLE I

                              Definitions and Usage

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

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

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Indenture Trustee.

                  "obligor" on the indenture securities means the Issuer and any
other obligor on the indenture securities.

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

                                       2
<PAGE>

                                   ARTICLE II

                                    The Notes

                  SECTION 2.1 Form. The Notes, together with the Indenture
Trustee's certificate of authentication, shall be in substantially the forms set
forth in Exhibit A, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing the Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

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

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

                  Each class of Notes will be represented by interests in a
book-entry note certificate deposited on the Closing Date with Deutsche Bank
Trust Company Americas, as custodian for DTC (the "DTC Custodian"), and
registered in the name of Cede & Co. as initial nominee for DTC.

                  SECTION 2.2 Execution, Authentication and Delivery. The Notes
shall be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

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

                  The Indenture Trustee shall upon Issuer Order authenticate and
deliver Notes for original issue in an aggregate principal amount of
$2,526,179,000. The aggregate principal amount of Notes Outstanding at any time
may not exceed such amount except as provided in Section 2.5.

                  Each Note shall be dated the date of its authentication. The
Class A Notes shall be issuable as registered notes in minimum denominations of
$10,000 and additional increments of $1,000. The Class B Notes shall be issuable
as registered notes in minimum denominations of $100,000 and additional
increments of $1,000.

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be

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<PAGE>

conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

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

                  If temporary Notes are issued, the Issuer will cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the temporary Notes at the office or agency
of the Issuer to be maintained as provided in Section 3.2, without charge to the
Noteholder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Notes.

                  SECTION 2.4 Registration; Registration of Transfer and
Exchange. The Issuer shall cause to be kept a register (the "Note Register") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee shall be "Note Registrar" for the purpose of
registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar.

                  If a Person other than the Indenture Trustee is appointed by
the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Noteholders and the
principal amounts and number of such Notes.

                  Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2, if
the requirements of Section 8-401(1) of the UCC are met, the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes in any authorized denominations and a like
aggregate principal amount.

                  At the option of the Noteholder, Notes may be exchanged for
other Notes in any authorized denominations and a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange,

                                       4
<PAGE>

the Issuer shall execute, and the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, the Notes which the
Noteholder making the exchange is entitled to receive.

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

                  Every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by the Noteholder thereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, which requirements
include membership or participation in Securities Transfer Agent's Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act.

                  No service charge shall be made to a Noteholder for any
registration of transfer or exchange of Notes, but the Indenture Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not
involving any transfer.

                  The preceding provisions of this Section notwithstanding, the
Issuer shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to the
Note.

                  Any transfer or assignment of any Note or any interest in any
Note that is not effected pursuant to the provisions of this Indenture, such as
a transfer or assignment not reflected on the Note Register, shall be null and
void and shall not be taken into account by, or be binding upon, the Indenture
Trustee or any other party.

                  SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i)
any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Issuer and the Indenture Trustee
such security or indemnity as may be required by each of them to hold the Issuer
and the Indenture Trustee harmless, then, in the absence of notice to the
Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a bona fide purchaser, and provided that the requirements of Section
8-405 of the UCC are met, the Issuer shall execute and upon its request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a replacement Note;
provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within 15 days shall be due and payable, or
shall have been called for redemption, instead of issuing a replacement Note,
the Issuer may pay such destroyed, lost or stolen Note when so due or payable or
upon the Redemption Date without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note

                                       5
<PAGE>

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

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

                  Every replacement Note issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

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

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

                  SECTION 2.7 Payment of Principal and Interest; Note Interest
Shortfall. (a) The Notes shall accrue interest as provided in the forms of Notes
in Exhibit A and such interest shall be payable on each Distribution Date as
specified therein, subject to Section 3.1. Any installment of interest or
principal, if any, payable on any Note which is punctually paid or duly provided
for by the Issuer on the applicable Distribution Date shall be paid to the
Person in whose name such Note (or one or more Predecessor Notes) is registered
on the Record Date by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that,
unless Definitive Notes have been issued pursuant to Section 2.12, with respect
to Notes registered on the Record Date in the name of the nominee of the
applicable Clearing Agency, for the Notes (initially, such nominee to be Cede &
Co.), payment shall be made by wire transfer in immediately available funds to
the account designated by such nominee and except for the final installment of
principal payable with respect to such Note on a Distribution Date or on the
Note Final Maturity Date for such Note which shall be payable as provided below.
The funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.3.

                                       6
<PAGE>

         (b) The principal amount of each class of Notes shall be payable in
installments on each Distribution Date as provided in the forms of Notes set
forth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principal
amount of each class of the Notes shall be due and payable, if not previously
paid, on the Note Final Maturity Date for such class of Notes and on the date on
which an Event of Default shall have occurred and be continuing if the Indenture
Trustee or the Noteholders of the Notes representing at least a majority of the
Outstanding Amount of the Notes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2. All principal payments on the
Notes shall be made pro rata to the specific class of Noteholders entitled
thereto. The Indenture Trustee shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed
or transmitted by facsimile prior to such final Distribution Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.2.

         (c) If the Issuer defaults in a payment of interest at the applicable
Note Rate on the Notes, the Issuer shall pay the resulting Note Interest
Shortfall on the following Distribution Date as provided in the Administration
Agreement.

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

                  SECTION 2.9 Release of Collateral. Subject to Section 11.1 and
the terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officers' Certificate of the Issuer, an Opinion of Counsel and
Independent Certificates in accordance with TIA Section Section 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates.

                  SECTION 2.10 Book-Entry Notes. The Notes, upon original
issuance, will be issued in the form of typewritten Notes representing the
Book-Entry Notes, to be delivered to The Depository Trust Company, as initial
Clearing Agency, by the Issuer, or on behalf of the Issuer. Such Notes shall
initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner shall receive a
definitive, fully registered note (a "Definitive Note") representing such Note
Owner's interest in such Note,

                                       7
<PAGE>

except as provided in Section 2.12. Unless and until Definitive Notes have been
issued to Note Owners pursuant to Section 2.12:

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

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

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

                  (iv) the rights of Note Owners shall be exercised only through
the applicable Clearing Agency and shall be limited to those established by law
and agreements between such Note Owners and the applicable Clearing Agency
and/or the applicable Clearing Agency Participants pursuant to the Note
Depository Agreement; and unless and until Definitive Notes are issued pursuant
to Section 2.12, the initial Clearing Agency will make book-entry transfers
among the applicable Clearing Agency Participants and receive and transmit
payments of principal of and interest and other amounts on the Notes to such
applicable Clearing Agency Participants;

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

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

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

                                       8
<PAGE>

                  SECTION 2.12 Definitive Notes. If (i) the Administrator
advises the Indenture Trustee in writing that a Clearing Agency (a) is closed
for business for a continuous period of 14 days (other than by reason of
holiday, statutory or otherwise), (b) announces an intention to cease business
permanently (or does so and no alternative clearing system acceptable to the
Indenture Trustee is then available), or (c) at any time, is unwilling or unable
to continue as, or ceases to be, a clearing agency registered under all
applicable laws, and a successor clearing agency which is registered as a
clearing agency under all applicable laws is not appointed by the Administrator
within 90 days of such event, (ii) the Administrator at its option advises the
Indenture Trustee in writing that it elects to terminate the book-entry system
through that Clearing Agency or (iii) after the occurrence of an Event of
Default, a Servicer Default or an Administrator Default, Note Owners
representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the applicable Notes advise the applicable Clearing Agency
(which shall then notify the Indenture Trustee) in writing that the continuation
of a book-entry system through such Clearing Agency is no longer in the best
interests of such Note Owners, then the Indenture Trustee shall cause such
Clearing Agency to notify all Note Owners cleared, through such Clearing Agency,
of the occurrence of any such event and of the availability of Definitive Notes
to Note Owners requesting the same. Upon surrender to the Indenture Trustee of
the typewritten Notes representing the Book-Entry Notes by a Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with the
instructions of such Clearing Agency, which shall include, without limitation,
the identity and payment instructions for all Noteholders of the applicable
Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance
of Definitive Notes, the Indenture Trustee shall recognize the holders of the
Definitive Notes as Noteholders.

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

                                  ARTICLE III

                                    Covenants

                  SECTION 3.1 Payments to Noteholders. The Issuer shall duly and
punctually pay the principal and interest, if any, with respect to the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the
foregoing, the Issuer shall cause to be distributed to Noteholders in accordance
with the Administration Agreement that portion of the amounts on deposit in the
Trust Accounts on a Distribution Date (other than any Eligible Investments
deposited therein that will mature on the Business Day preceding a subsequent

                                       9
<PAGE>

Distribution Date) which the Noteholders are entitled to receive pursuant to
Sections 2.7 and 2.8 of the Administration Agreement. Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

                  SECTION 3.2 Maintenance of Office or Agency. The Issuer shall
maintain in the Borough of Manhattan, The City of New York and in Luxembourg, so
long as any of the Notes are listed on the Luxembourg Stock Exchange and the
rules of such exchange so require, or in such other jurisdiction if any of the
Notes are listed on another stock exchange of international standing and the
rules of such other exchange so require, an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer hereby initially appoints the Indenture Trustee to serve as
its agent for the foregoing purposes. The Issuer shall give prompt written
notice to the Indenture Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuer shall fail to
maintain any such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such surrenders, notices and demands may be
made or served at the Corporate Trust Office, and the Issuer hereby appoints the
Indenture Trustee as its agent to receive all such surrenders, notices and
demands.

                  SECTION 3.3 Money for Payments to be Held in Trust. As
provided in Section 8.2(a) and (b), all payments of amounts due and payable with
respect to any Notes that are to be made from amounts distributed from the
Collection Account or the Reserve Account pursuant to Sections 2.7 and 2.8 of
the Administration Agreement shall be made on behalf of the Issuer by the
Indenture Trustee or by another Paying Agent, and no amounts so distributed from
the Collection Account for payments to Noteholders shall be paid over to the
Issuer except as provided in this Section.

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

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

                  (i) hold all sums held by it for the payment of amounts due
with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided and pay such sums to such Persons as herein provided;

                                       10
<PAGE>

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

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

                  (iv) immediately resign as a Paying Agent and forthwith pay to
the Indenture Trustee all sums held by it in trust for the payments due under
the Notes if at any time it ceases to meet the standards required to be met by a
Paying Agent at the time of its appointment; and

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

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

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

                                       11
<PAGE>

determinable from the records of the Indenture Trustee or of any Paying Agent,
at the last address of record for each such Noteholder).

                  SECTION 3.4 Existence. The Issuer shall keep in full effect
its existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Issuer shall keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and shall
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Indenture Trust Estate.

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

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

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

                  (iii) enforce any of the Collateral; or

                  (iv) preserve and defend title to the Indenture Trust Estate
and the rights of the Indenture Trustee and the Noteholders in such Indenture
Trust Estate against the claims of all persons and parties.

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

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

         (b) On or before December 31 in each calendar year, beginning in 2004,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture
and any indentures supplemental hereto as is necessary to maintain the lien and
security interest created by this Indenture and relating the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, recording and refiling of this
Indenture and any indentures supplemental hereto that will, in the opinion of

                                       12
<PAGE>

such counsel, be required to maintain the lien and security interest of this
Indenture until December 31 in the following calendar year.

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

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officers' Certificate of
the Issuer shall be deemed to be action taken by the Issuer; provided, however,
the Issuer shall not be liable for any acts of Persons with whom the Issuer has
contracted with reasonable care. Initially, the Issuer has contracted with the
Servicer and the Administrator to assist the Issuer in performing its duties
under this Indenture. The Issuer shall give written notice to the Indenture
Trustee and each Rating Agency of any such contract with any other Person.

         (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic
Documents and the instruments and agreements included in the Indenture Trust
Estate, including filing or causing to be filed all UCC financing statements and
continuation statements prepared by the Issuer and required to be filed by the
terms of this Indenture and the Administration Agreement in accordance with and
within the time periods provided for herein and therein. Except as otherwise
expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document or any provision thereof without the
consent of the Indenture Trustee or the Noteholders of at least a majority of
the Outstanding Amount of the Notes. The Issuer shall give written notice to
each Rating Agency of any such waiver, amendment, modification, supplement or
termination.

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

         (e) As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers, pursuant to Section 5.1 of
the Servicing Agreement, or to the Administrator of the Administrator's rights
and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer
shall appoint a successor servicer (the "Successor Servicer") or a successor
administrator (the "Successor Administrator"), respectively, and such

                                       13
<PAGE>

Successor Servicer or Successor Administrator, as the case may be, shall accept
its appointment by a written assumption in a form acceptable to the Indenture
Trustee. In the event that a Successor Servicer or Successor Administrator has
not been appointed and accepted its appointment at the time when the Servicer or
Administrator, as the case may be, ceases to act as Servicer or Administrator,
respectively, the Indenture Trustee without further action shall automatically
be appointed the Successor Servicer or Successor Administrator, as the case may
be. The Indenture Trustee may resign as the Successor Servicer or the Successor
Administrator by giving written notice of resignation to the Issuer and in such
event will be released from such duties and obligations, such release not to be
effective until the date a new servicer or a new administrator enters into an
agreement with the Issuer as provided below; provided, however, that nothing
herein shall require or permit the Indenture Trustee to act as Servicer, or
otherwise service the Trust Student Loans, in violation of the Higher Education
Act. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a
new servicer as the Successor Servicer under the Servicing Agreement or a new
administrator as the Successor Administrator under the Administration Agreement,
as the case may be. Any Successor Servicer or Successor Administrator, other
than the Indenture Trustee, shall (i) be an established institution (A) that
satisfies any requirements of the Higher Education Act applicable to servicers
and (B) whose regular business includes the servicing or administration of
student loans and (ii) enter into a servicing agreement or an administration
agreement, respectively, with the Issuer having substantially the same
provisions as the provisions of the Servicing Agreement and the Administration
Agreement, as applicable. If within 30 days after the delivery of the notice
referred to above, the Issuer shall not have obtained such a new servicer or new
administrator, as the case may be, the Indenture Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer or
Successor Administrator; provided, however, that such right to appoint or to
petition for the appointment of any such successor shall in no event relieve the
Indenture Trustee from any obligations otherwise imposed on it under the Basic
Documents until such successor has in fact assumed such appointment. In
connection with any such appointment, the Indenture Trustee may make such
arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Servicing
Agreement or Administration Agreement, as applicable, and in accordance with
Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration
Agreement, the Issuer shall enter into an agreement with such successor for the
servicing or administration of the Trust Student Loans (such agreement to be in
form and substance satisfactory to the Indenture Trustee). If the Indenture
Trustee shall succeed as provided herein to the Servicer's duties as Servicer
with respect to the Trust Student Loans, or the Administrator's duties with
respect to the Issuer and the Trust Student Loans, as the case may be, it shall
do so in its individual capacity and not in its capacity as Indenture Trustee
and, accordingly, the provisions of Article VI hereof shall be inapplicable to
the Indenture Trustee in its duties as the successor to the Servicer or the
Administrator, as the case may be, and the servicing or administration of the
Trust Student Loans. In case the Indenture Trustee shall become successor to the
Servicer or the Administrator, the Indenture Trustee shall be entitled to
appoint as Servicer or as Administrator, as the case may be, any one of its
Affiliates, provided that such appointment shall not affect or alter in any way
the liability of the Indenture Trustee as Successor Servicer or Successor
Administrator, respectively, in accordance with the terms hereof.

         (f) Upon any termination of the Servicer's rights and powers pursuant
to the Servicing Agreement, or any termination of the Administrator's rights and
powers pursuant to

                                       14
<PAGE>

the Administration Agreement, as the case may be, the Issuer shall promptly
notify the Indenture Trustee and each Rating Agency. As soon as a Successor
Servicer or a Successor Administrator is appointed, the Issuer shall notify the
Indenture Trustee and each Rating Agency of such appointment, specifying in such
notice the name and address of such Successor Servicer or such Successor
Administrator.

         (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that it will not, without the
prior written consent of the Indenture Trustee or the Noteholders of at least a
majority in Outstanding Amount of the Notes, amend, modify, waive, supplement,
terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral or the Basic
Documents, except to the extent otherwise provided in the Basic Documents, or
waive timely performance or observance by the Servicer, the Administrator, the
Depositor, the holder of the Excess Distribution Certificate, SLMA, the Issuer
or the Eligible Lender Trustee under the Basic Documents; provided, however,
that no such amendment shall (i) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of
the Notes which are required to consent to any such amendment, without the
consent of the Noteholders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Noteholders, the Issuer shall give written notice thereof to
each Rating Agency and agrees, promptly following a request by the Indenture
Trustee to do so, to execute and deliver, in its own name and at its own
expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate in the circumstances.

                  SECTION 3.8 Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

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

                  (ii) claim any credit on, or make any deduction from the
principal or interest payable in respect of, the Notes (other than amounts
properly withheld from such payments under the Code or applicable state law) or
assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Indenture Trust
Estate;

                  (iii) (A) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (B) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Indenture Trust Estate or any part thereof or any
interest therein or the proceeds thereof (other

                                       15
<PAGE>

than tax liens and other liens that arise by operation of law, and other than as
expressly permitted by the Basic Documents) or (C) permit the lien of this
Indenture not to constitute a valid first priority (other than with respect to
any such tax or other lien) security interest in the Indenture Trust Estate; or

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

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

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

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

                  SECTION 3.10 Issuer May Consolidate, etc., Only on Certain
Terms.

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

                  (i) the Person (if other than the Issuer) formed by or
surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any State and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and
punctual payment of the principal of, and interest, if any, on all Notes and the
performance or observance of every agreement and covenant of this Indenture and
the other Basic Documents on the part of the Issuer to be performed or observed,
all as provided herein;

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

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

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

                                       16
<PAGE>

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

                  (vi) the Issuer shall have delivered to the Indenture Trustee
an Officers' Certificate of the Issuer and an Opinion of Counsel each stating
that such consolidation or merger and such supplemental indenture comply with
this Article III and that all conditions precedent herein provided for relating
to such transaction have been complied with (including any filing required by
the Exchange Act).

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

                  (i) the Person that acquires by conveyance or transfer the
properties and assets of the Issuer the conveyance or transfer of which is
hereby restricted shall (A) be a United States citizen or a Person organized and
existing under the laws of the United States of America or any State, (B)
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due
and punctual payment of the principal of, and interest, if any, on all Notes and
the performance or observance of every agreement and covenant of this Indenture
on the part of the Issuer to be performed or observed, all as provided herein,
(C) expressly agree by means of such supplemental indenture that all right,
title and interest so conveyed or transferred shall be subject and subordinate
to the rights of Noteholders, (D) unless otherwise provided in such supplemental
indenture, expressly agree to indemnify, defend and hold harmless the Issuer
against and from any loss, liability or expense arising under or related to this
Indenture and the Notes and (E) expressly agree by means of such supplemental
indenture that such Person (or if a group of Persons, then one specified Person)
shall make all filings with the Commission (and any other appropriate Person)
required by the Exchange Act in connection with the Notes;

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

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

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

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

                  (vi) the Issuer shall have delivered to the Indenture Trustee
an Officers' Certificate of the Issuer and an Opinion of Counsel each stating
that such conveyance or transfer and such supplemental indenture comply with
this Article III and that all conditions precedent herein provided for relating
to such transaction have been complied with (including any filing required by
the Exchange Act).
                                       17
<PAGE>

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

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.10(b), SLM Student Loan Trust 2004-4 will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery by the Issuer of written notice to the Indenture Trustee stating
that SLM Student Loan Trust 2004-4 is to be so released.

                  SECTION 3.12 No Other Business. The Issuer shall not engage in
any business other than financing, purchasing, owning, selling and managing the
Trust Student Loans and the other assets of the Issuer and related proceeds in
the manner contemplated by this Indenture and the other Basic Documents and
activities incidental thereto.

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

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

                  SECTION 3.15 Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by this Indenture and the other Basic
Documents, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

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

                  SECTION 3.17 Restricted Payments. The Issuer shall not,
directly or indirectly, (i) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, to the Eligible Lender Trustee or any owner of a beneficial
interest in the Issuer or otherwise with respect to any ownership or equity
interest or security in or of the Issuer or to the Servicer or the
Administrator, (ii) redeem, purchase, retire or otherwise acquire for value any
such ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided, however, that the Issuer
may make, or cause to be made, distributions to the Servicer, the Eligible
Lender Trustee, the

                                       18
<PAGE>

Indenture Trustee, the Noteholders, the Administrator, the Depositor and the
holder of the Excess Distribution Certificate as contemplated by, and to the
extent funds are available for such purpose under, this Indenture and the other
Basic Documents. The Issuer will not, directly or indirectly, make payments to
or distributions from the Collection Account except in accordance with this
Indenture and the other Basic Documents.

                  SECTION 3.18 Notice of Events of Default. The Issuer shall
give the Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder. The Issuer shall give the Indenture Trustee and the
Rating Agencies prompt written notice of each default on the part of (i) the
Depositor of its obligations under the Sale Agreement, (ii) SLMA of its
obligations under the Purchase Agreement, (iii) the Servicer of its obligations
under the Servicing Agreement, or (iv) the Administrator of its obligations
under the Administration Agreement. In addition, the Issuer shall deliver to the
Indenture Trustee and each Rating Agency, within five days after the occurrence
thereof, written notice in the form of an Officers' Certificate of the Issuer of
any event which with the giving of notice and the lapse of time would become an
Event of Default under Section 5.1(iii), its status and what action the Issuer
is taking or proposes to take with respect thereto.

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

                                   ARTICLE IV

                           Satisfaction and Discharge

                  SECTION 4.1 Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Notes except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.3,
3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities
of the Indenture Trustee hereunder (including, without limitation, the rights of
the Indenture Trustee under Section 6.7 and the obligations of the Indenture
Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries
hereof with respect to the property so deposited with the Indenture Trustee
payable to all or any of them, and the Indenture Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when:

         (a) either

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

                                       19
<PAGE>

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

                           (i) have become due and payable,

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

                           (iii) are to be called for redemption within one year
under arrangements satisfactory to the Indenture Trustee for the giving of
notice of redemption by the Indenture Trustee in the name, and at the expense,
of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be irrevocably deposited with the Indenture
Trustee cash or direct obligations of or obligations guaranteed by the United
States of America (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to the
Indenture Trustee for cancellation when due to the Note Final Maturity Date;

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

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

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

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

                  SECTION 4.4 Auction of Trust Student Loans. Any Trust Student
Loans remaining in the Trust as of the end of the first Collection Period when
the Pool Balance is equal to 10% or less of the initial Pool Balance three
Business Days prior to such Distribution Date (the "Trust Auction Date") shall
be offered for sale by the Indenture Trustee unless the Servicer has exercised
its option to purchase the Trust Estate as described in Section 6.1(a) of the

                                       20
<PAGE>

Administration Agreement with respect to such Distribution Date. The Servicer
will be deemed to have waived such option if it fails to notify the Eligible
Lender Trustee and the Indenture Trustee of its exercise thereof in writing
prior to the Indenture Trustee's acceptance of a bid to purchase such Trust
Student Loans; provided, however, that there shall be no such offer for sale if
the Indenture Trustee fails to provide notice to the Servicer in accordance with
this Section 4.4. The Indenture Trustee shall provide written notice to the
Servicer of any such offer for sale at least 5 Business Days in advance of the
Trust Auction Date. The Indenture Trustee shall permit the Servicer or any of
its Affiliates including SLMA to offer bids only if the Pool Balance as of the
applicable Trust Auction Date is equal to 10% or less of the Initial Pool
Balance and such bid does not exceed the fair market value of the Trust Student
Loans as of the Trust Auction Date. If at least two bids are received, the
Indenture Trustee shall solicit and resolicit new bids from all participating
bidders until only one bid remains or the remaining bidders decline to resubmit
bids. The Indenture Trustee shall accept the highest of such remaining bids if
it is equal to or in excess of both the Minimum Purchase Amount and the fair
market value of such Trust Student Loans as of the end of the Collection Period
immediately preceding the Trust Auction Date. If at least two bids are not
received or the highest bid after the resolicitation process is completed is not
equal to or in excess of the higher of the Minimum Purchase Amount and the fair
market value of the Trust Student Loans, the Indenture Trustee shall not
consummate such sale. The Indenture Trustee may consult, and, at the direction
of the Depositor, shall consult, with a financial advisor, including an
underwriter of the Notes or the Administrator, to determine if the fair market
value of the Trust Student Loans has been offered. The proceeds of any such sale
will be paid at the time set forth in Section 2.6 of the Administration
Agreement and applied in the order of priority set forth in Section 5.4(b). If
the sale is not consummated in accordance with the foregoing, the Indenture
Trustee may, but shall not be under any obligation to, solicit bids for sale of
the Trust Student Loans with respect to future Distribution Dates upon terms
similar to those described above, including the Servicer's waiver of its option
to purchase the Trust Estate in accordance with Section 6.1(a) of the
Administration Agreement with respect to each such future Distribution Date.

                                   ARTICLE V

                                    Remedies

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

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

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

                  (iii) default in the observance or performance of any covenant
or agreement of the Issuer made in this Indenture (other than a covenant or
agreement, a default in

                                       21
<PAGE>

the observance or performance of which is elsewhere in this Section specifically
dealt with), or any representation or warranty of the Issuer made in this
Indenture or in any certificate or other writing having been incorrect in any
material respect as of the time when made, such default or breach having a
material adverse effect on the holders of the Notes, and such default or breach
shall continue or not be cured, or the circumstance or condition in respect of
which such misrepresentation or warranty was incorrect shall not have been
eliminated or otherwise cured, for a period of 30 days after there shall have
been given, by registered or certified mail, to the Issuer by the Indenture
Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at
least 25% of the Outstanding Amount of the Notes, a written notice specifying
such default or incorrect representation or warranty and requiring it to be
remedied and stating that such notice is a notice of Default hereunder; or

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

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

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

                  At any time after such declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Noteholders of Notes representing at least a majority of the
Outstanding Amount of the Notes, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

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

                                       22
<PAGE>

                           (a) all payments of principal of and interest on all
                  Notes and all other amounts that would then be due hereunder
                  or upon such Notes if the Event of Default giving rise to such
                  acceleration had not occurred; and

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

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

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

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

         (a) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon such Notes, wherever situated, the moneys adjudged or decreed to be
payable.

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

         (c) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Indenture Trust Estate, Proceedings under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in

                                       23
<PAGE>

bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Issuer or its property or
such other obligor or Person, or in case of any other, comparable judicial
Proceedings relative to the Issuer or other obligor upon the Notes, or to the
creditors or property of the Issuer or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due
and payable, as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Notes and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Indenture Trustee (including any claim for reasonable
compensation to the Indenture Trustee and each predecessor Indenture Trustee,
and their respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of negligence
or bad faith) and of the Noteholders allowed in such Proceedings;

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

                  (iii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and the Indenture Trustee on their
behalf; and

                  (iv) to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee, the Interest Rate Cap Counterparty or the Noteholders allowed
in any judicial proceedings relative to the Issuer, its creditors and its
property;

                  and any trustee, receiver, liquidator, custodian or other
similar official in any such Proceeding is hereby authorized by each of such
Noteholders to make payments to the Indenture Trustee, and, in the event that
the Indenture Trustee shall consent to the making of payments directly to such
Noteholders to pay to the Indenture Trustee such amounts as shall be sufficient
to cover reasonable compensation to the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee except as a result of negligence
or bad faith.

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

                                       24
<PAGE>

         (e) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Noteholders.

         (f) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

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

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

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

                  (iii) exercise any remedies of a secured party under the UCC
with respect to the Trust Estate and take any other appropriate action to
protect and enforce the rights and remedies of the Indenture Trustee and the
Noteholders;

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

                  (v) elect to have the Eligible Lender Trustee maintain
ownership of the Trust Student Loans and continue to apply collections with
respect to the Trust Student Loans as if there had been no declaration of
acceleration;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Indenture Trust Estate following an Event of Default, other than
an Event of Default described in Section 5.1(i) or (ii) with respect to the
Class A Notes, unless (A) the Noteholders of 100% of the Outstanding Amount of
the Class A Notes consent thereto, (B) the proceeds of such sale or liquidation
distributable to the Class A Noteholders are sufficient to discharge in full all
amounts then due and unpaid upon such Class A Notes for principal and interest
or (C) the Indenture Trustee determines that the Indenture Trust Estate will not
continue to provide sufficient funds for the payment of principal of and
interest on the Class A Notes as would have become due if the Class A Notes had
not been declared due and payable, and the Indenture Trustee obtains the consent
of Noteholders of 66-2/3% of the Outstanding Amount of the Class A Notes;
provided, further, that the Indenture Trustee may not sell or otherwise
liquidate the Indenture Trust Estate

                                       25
<PAGE>

following an Event of Default, other than an Event of Default described in
Section 5.1(i) or (ii) with respect to the Class A Notes, unless (D) the
proceeds of such sale or liquidation distributable to the Class B Noteholders
plus the proceeds of the sale or liquidation of the Trust Estate distributable
to the Class B Noteholders are sufficient to pay to the Class B Noteholders the
Outstanding Amount of the Class B Notes plus accrued and unpaid interest thereon
or (E) after receipt of notice from the Eligible Lender Trustee that the
proceeds of such sale or liquidation distributable to the Class B Noteholders
plus the proceeds of the sale or liquidation of the Trust Estate distributable
to the Class B Noteholders would not be sufficient to pay to the Class B
Noteholders the outstanding principal plus accrued and unpaid interest thereon,
the Class B Noteholders of at least a majority of the Outstanding Amount of the
Class B Notes consent thereto. In determining such sufficiency or insufficiency
with respect to clauses (B), (C), (D) and (E), the Indenture Trustee may, but
need not, obtain and rely upon an opinion of an Independent investment banking
or accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Indenture Trust Estate and/or Trust
Estate, as applicable, for such purpose.

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

                  FIRST: to the Indenture Trustee for amounts due under Section
6.7;

                  SECOND: to the Servicer for due and unpaid Primary Servicing
Fees;

                  THIRD: to the Administrator, any due and unpaid Administration
Fees;

                  FOURTH: to the Class A Noteholders for amounts due and unpaid
on the Class A Notes for interest, ratably, without preference or priority of
any kind among the classes of Class A Notes, according to the amounts due and
payable on the Class A Notes for such interest;

                  FIFTH: to the Class A Noteholders for amounts due and unpaid
on the Class A Notes for principal, ratably, without preference or priority of
any kind among the classes of Class A Notes, according to the amounts due and
payable on the Class A Notes for principal;

                  SIXTH: to the Class B Noteholders for amounts due and unpaid
on the Class B Notes for interest;

                  SEVENTH: to the Class B Noteholders for amounts due and unpaid
on the Class B Notes for principal;

                  EIGHTH: to the Servicer, for any unpaid Carryover Servicing
Fees;

                                       26
<PAGE>

                  NINTH: to the Interest Rate Cap Counterparty, the amount of
any termination payment due to the Interest Rate Cap Counterparty by the Issuer
under the Interest Rate Cap Agreement; and

                  TENTH: to the Issuer, for distribution in accordance with the
terms of the Administration Agreement and the Trust Agreement.

                  The Indenture Trustee may fix a record date and payment date
for any payment to Noteholders pursuant to this Section. At least 15 days before
such record date, the Indenture Trustee shall mail to each Noteholder and the
Issuer a notice that states the record date, the payment date and the amount to
be paid.

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

                  SECTION 5.6 Limitation of Suits. No Noteholder shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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

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

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

                  it being understood and intended that no one or more
Noteholders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this indenture to

                                       27
<PAGE>

affect, disturb or prejudice the rights of any other Noteholders or to obtain or
to seek to obtain priority or preference over any other Noteholders or to
enforce any right under this Indenture, except in the manner herein provided.

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

                  SECTION 5.7 Unconditional Rights of Noteholders to Receive
Principal and Interest. Notwithstanding any other provisions in this Indenture,
each Noteholder shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest on its Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Noteholder.

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

                  SECTION 5.9 Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                  SECTION 5.10 Delay or Omission Not a Waiver. No delay or
omission of the Indenture Trustee or any Noteholder to exercise any right or
remedy accruing upon any Default shall impair any such right or remedy or
constitute a waiver of any such Default or an acquiescence therein. Every right
and remedy given by this Article V or by law to the Indenture Trustee, the
Interest Rate Cap Counterparty or to the Noteholders may be exercised from time
to time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

                  SECTION 5.11 Control by Noteholders. The Noteholders of at
least a majority of the Outstanding Amount of the Notes shall have the right to
direct the time, method and place of conducting any Proceeding for any remedy
available to the Indenture Trustee with respect to the Notes or exercising any
trust or power conferred on the Indenture Trustee; provided that

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<PAGE>

                  (i) such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (ii) subject to the express terms of Section 5.4, any
direction to the Indenture Trustee to sell or liquidate the Indenture Trust
Estate shall be by the Noteholders of not less than 100% of the Outstanding
Amount of the Notes;

                  (iii) if the conditions set forth in Section 5.5 have been
satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate
pursuant to such Section, then any direction to the Indenture Trustee by
Noteholders of less than 100% of the Outstanding Amount of the Notes to sell or
liquidate the Indenture Trust Estate shall be of no force and effect; and

                  (iv) the Indenture Trustee may take any other action deemed
proper by the Indenture Trustee that is not inconsistent with such direction;

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

                  SECTION 5.12 Waiver of Past Defaults. Prior to the time a
judgment or decree for payment of money due has been obtained as described in
Section 5.2, the Noteholders of at least a majority of the Outstanding Amount of
the Notes may waive any past Default and its consequences except a Default (a)
in payment when due of principal of or interest on any of the Notes or (b) in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of each Noteholder. In the case of any such waiver, the
Issuer, the Indenture Trustee and the Noteholders shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereto.

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereto.

                  SECTION 5.13 Undertaking for Costs. All parties to this
Indenture agree, and each Noteholder by such Noteholder's acceptance of any Note
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes or (c) any suit Instituted by any Noteholder for
the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or,
in the case of redemption, on or after the Redemption Date).

                                       29
<PAGE>

                  SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                  SECTION 5.15 Action on Notes. The Indenture Trustee's right to
seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or
with respect to this Indenture. Neither the lien of this Indenture nor any
rights or remedies of the Indenture Trustee or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or
by the levy of any execution under such judgment upon any portion of the
Indenture Trust Estate or upon any of the assets of the Issuer. Any money or
property collected by the Indenture Trustee shall be applied in accordance with
Section 5.4(b).

                  SECTION 5.16 Performance and Enforcement of Certain
Obligations.

         (a) Promptly following a request from the Indenture Trustee to do so
and at the Administrator's expense, the Issuer shall take all such lawful action
as the Indenture Trustee may request to compel or secure the performance and
observance by the Depositor, SLMA the Administrator and the Servicer, as
applicable, of each of their obligations to the Issuer, whether directly or by
assignment, under or in connection with the Sale Agreement, the Purchase
Agreement, the Administration Agreement and the Servicing Agreement,
respectively, in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale Agreement, the Purchase Agreement, the
Administration Agreement and the Servicing Agreement, as the case may be, to the
extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Depositor, SLMA, the
Administrator or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Depositor, SLMA, the Administrator or the Servicer of each of their obligations
under the Sale Agreement, the Purchase Agreement, the Administration Agreement
and the Servicing Agreement, respectively.

         (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the written direction of the Noteholders of
66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights,
remedies, powers, privileges and claims of the Issuer against the Depositor,
SLMA, the Administrator or the Servicer under or in connection with the Sale
Agreement, the Purchase Agreement, the Administration Agreement and the
Servicing Agreement, respectively, including the right or power to take any
action to compel or secure performance or observance by the Depositor, SLMA, the
Administrator or the Servicer of each of their obligations to the Issuer
thereunder, whether directly or by assignment, and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale Agreement, the
Purchase Agreement, the Administration Agreement and the Servicing Agreement,
respectively, and any right of the Issuer to take such action shall be
suspended.

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<PAGE>

                                   ARTICLE VI

                              The Indenture Trustee

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

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

                  (i) the Indenture Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the
Indenture Trustee; and

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

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

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

                  (ii) the Indenture Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer unless it is proved that
the Indenture Trustee was negligent in ascertaining the pertinent facts; and

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

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

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

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

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<PAGE>

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

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

         (i) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of the
TIA.

                  SECTION 6.2 Rights of Indenture Trustee. (a) The Indenture
Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person. The Indenture Trustee need not
investigate any fact or matter stated in such document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require and shall be entitled to receive an Officers' Certificate of the Issuer
and/or an Opinion of Counsel. The Indenture Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers'
Certificate or Opinion of Counsel.

         (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.

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

         (e) The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

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

                  SECTION 6.4 Indenture Trustee's Disclaimer. The Indenture
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or

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<PAGE>

the Notes, it shall not be accountable for the Issuer's use of the proceeds from
the Notes, and it shall not be responsible for any statement of the Issuer in
the Indenture or in any document issued in connection with the sale of the Notes
or in the Notes other than the Indenture Trustee's certificate of
authentication.

                  SECTION 6.5 Notice of Defaults. If a Default occurs and is
continuing and if it is either actually known or written notice of the existence
thereof has been delivered to a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail notice of the Default to each Noteholder within
90 days and to each Rating Agency as soon as practicable within 30 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the Indenture Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of Noteholders. Except as provided in the first
sentence of this Section 6.5, in no event shall the Indenture Trustee be deemed
to have knowledge of a Default or an Event of Default.

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

                  SECTION 6.7 Compensation and Indemnity. The Issuer shall cause
the Depositor to pay to the Indenture Trustee reasonable compensation for its
services in accordance with a separate agreement between the Depositor and the
Indenture Trustee and shall cause the Depositor to reimburse the Indenture
Trustee for all reasonable out-of-pocket expenses incurred or made by it as
provided in such separate agreement. The Indenture Trustee's compensation shall
not be limited by any law on compensation of a trustee of an express trust. The
Issuer shall cause the Administrator to indemnify the Indenture Trustee and its
directors, officers, employees and agents against any and all loss, liability or
expense (including attorneys' fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder and
under the other Basic Documents. The Indenture Trustee shall notify the Issuer
and the Administrator promptly of any claim for which it may seek indemnity.
Failure by the Indenture Trustee to so notify the Issuer and the Administrator
shall not relieve the Issuer or the Administrator of its obligations hereunder
and under the other Basic Documents. The Issuer shall cause the Administrator to
defend the claim and the Administrator shall not be liable for the legal fees
and expenses of the Indenture Trustee after it has assumed such defense;
provided, however, that, in the event that there may be a conflict between the
positions of the Indenture Trustee and the Administrator in conducting the
defense of such claim, the Indenture Trustee shall be entitled to separate
counsel acceptable to it in its sole discretion the reasonable fees and expenses
of which shall be paid by the Administrator on behalf of the Issuer. Neither the
Issuer

                                       33
<PAGE>

nor the Administrator need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee's own willful misconduct, negligence or bad faith.

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

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

                  (i) the Indenture Trustee fails to comply with Section 6.11;

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

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

                  (iv) the Indenture Trustee otherwise becomes incapable of
acting.

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

                  A successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee and to the
Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee
shall become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture. The
successor Indenture Trustee shall mail a notice of its succession to
Noteholders. The retiring Indenture Trustee shall promptly transfer all property
held by it as Indenture Trustee to the successor Indenture Trustee.

                  If a successor Indenture Trustee does not take office within
60 days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Noteholders of at least a majority in
Outstanding Amount of the Notes may petition any court of competent jurisdiction
for the appointment of a successor Indenture Trustee. The successor Indenture
Trustee shall give notice of its appointment as successor Indenture Trustee to
the Rating Agencies.

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<PAGE>

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

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

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

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

                  SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.

         (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Indenture Trust Estate may at the time be located, the
Indenture Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Indenture Trust Estate, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Indenture Trust
Estate, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee may consider necessary or desirable. No such appointment shall relieve
the Indenture Trustee of its obligations hereunder. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.8 hereof.

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

                  (i) all rights, powers, duties and obligations conferred or
imposed upon the Indenture Trustee shall be conferred or imposed upon and
exercised or performed by the Indenture Trustee and such separate trustee or
co-trustee jointly (it being understood that such

                                       35
<PAGE>

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

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

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

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

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

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

                  SECTION 6.12 Preferential Collection of Claims Against the
Issuer. The Indenture Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in

                                       36
<PAGE>

TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE VII

                         Noteholders' Lists and Reports

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

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

         (a) Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders or by one or more holders of Notes evidencing not less than 25% of
the Outstanding Amount of the Notes to receive a copy of the current list of
Noteholders (whether or not made pursuant to TIA Section 312(b)), the Indenture
Trustee shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders
produced in response thereto.

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

         (c) On each Distribution Date the Indenture Trustee shall provide to
each Noteholder of record as of the related Record Date the information provided
by the Administrator to the Indenture Trustee on the related Determination Date
pursuant to Section 2.11 of the Administration Agreement.

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

                                       37
<PAGE>

                  SECTION 7.3 Reports by Issuer.

         (a) The Issuer shall:

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

                  (ii) file with the Indenture Trustee and the Commission in
accordance with rules and regulations prescribed from time to time by the
Commission such additional information, documents and reports with respect to
compliance by the Issuer with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and

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

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

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

                  SECTION 8.1 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it on behalf of Noteholders
pursuant to the Administration Agreement as provided in this Indenture. Except
as otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Indenture Trust Estate, the Indenture Trustee may take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default under this Indenture and any
right to proceed thereafter as provided in Article V.

                  SECTION 8.2 Trust Accounts. (a) On or prior to the Closing
Date, the Issuer shall cause the Administrator to establish and maintain, in the
name of the Indenture Trustee, for the benefit of the Noteholders, the Trust
Accounts as provided in Section 2.3 of the Administration Agreement.

                                       38
<PAGE>

         (b) On or before the Business Day immediately preceding each
Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2)
of the definition of Available Funds with respect to the preceding Collection
Period will be deposited in the Collection Account as provided in Section 2.4 of
the Administration Agreement. On or before each Distribution Date, the Indenture
Trustee (or any other Paying Agent) shall make the required deposits and
distributions as provided in Sections 2.7 and 2.8 of the Administration
Agreement.

                  SECTION 8.3 General Provisions Regarding Accounts. (a) So long
as no Default shall have occurred and be continuing, all or a portion of the
funds in the Trust Accounts shall be invested in Eligible Investments and
reinvested by the Indenture Trustee upon Issuer Order, subject to the provisions
of Section 2.3(b) of the Administration Agreement. All income or other gain from
investments of moneys deposited in the Trust Accounts shall be deposited by the
Indenture Trustee in the Collection Account, and any loss resulting from such
investments shall be charged to such Trust Account. The Issuer will not direct
the Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of
Counsel, acceptable to the Indenture Trustee, to such effect.

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

         (c) If (i) the Issuer shall have failed to give investment directions
for any funds on deposit in the Trust Accounts to the Indenture Trustee by 10:00
a.m. Eastern Time (or such other time as may be agreed by the Issuer and
Indenture Trustee) on any Business Day; or (ii) a Default shall have occurred
and be continuing with respect to the Notes but the Notes shall not have been
declared due and payable pursuant to Section 5.2, or, if such Notes shall have
been declared due and payable following an Event of Default, amounts collected
or receivable from the Indenture Trust Estate are being applied in accordance
with Section 5.5 as if there had not been such a declaration; then the Indenture
Trustee shall invest and reinvest funds in the Trust Accounts in the Eligible
Investments described in clause (d) of the definition thereof.

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

                                       39
<PAGE>

         (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 have
been paid, release any remaining portion of the Indenture Trust Estate that
secured the Notes from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request
accompanied by an Officers' Certificate of the Issuer, an Opinion of Counsel and
(if required by the TIA) Independent Certificates in accordance with TIA Section
Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

         (c) Each Noteholder, by the acceptance of a Note, acknowledges that
from time to time the Indenture Trustee shall release the lien of this Indenture
on any Trust Student Loan to be sold (i) to the Depositor in accordance with
Section 6 of the Sale Agreement, (ii) to the Servicer in accordance with Section
3.5 of the Servicing Agreement, (iii) to SLMA or another Affiliate of SLM
Corporation in accordance with Section 3.11F of the Servicing Agreement, (iv) to
another eligible lender holding one or more Serial Loans with respect to such
Trust Student Loan, or (v) to SLMA in accordance with Section 6 of the Purchase
Agreement, and each Noteholder, by the acceptance of a Note, consents to any
such release.

                  SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall
receive at least seven days' notice when requested by the Issuer to take any
action pursuant to Section 8.4(a), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, except in connection
with any action contemplated by Section 8.4(c), as a condition to such action,
an Opinion of Counsel, in form and substance satisfactory to the Indenture
Trustee, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of the
Noteholders in contravention of the provisions of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to express an
opinion as to the fair value of the Indenture Trust Estate. Counsel rendering
any such opinion may rely, without independent investigation, on the accuracy
and validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

                                   ARTICLE IX

                             Supplemental Indentures

                  SECTION 9.1 Supplemental Indentures Without Consent of
Noteholders.

         (a) Without the consent of any Noteholders but with prior notice to the
Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an
Issuer Order, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

                  (i) to correct or amplify the description of any property at
any time subject to the lien of this Indenture, or better to assure, convey and
confirm unto the Indenture

                                       40
<PAGE>

Trustee any property subject or required to be subjected to the lien of this
Indenture, or to subject to the lien of this Indenture additional property;

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

                  (iii) to add to the covenants of the Issuer, for the benefit
of the Noteholders, or to surrender any right or power herein conferred upon the
Issuer;

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

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

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

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

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

         (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Noteholders but with prior
notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Noteholders under this Indenture;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Noteholder.

                  SECTION 9.2 Supplemental Indentures with Consent of
Noteholders.

         (a) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, also may, with prior notice to the Rating Agencies and with the consent
of the Noteholders of at least a majority of the Outstanding Amount of the
Notes, by Act of such Noteholders delivered to the Issuer and the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the

                                       41
<PAGE>

provisions of, this Indenture or of modifying in any manner the rights of the
Noteholders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Noteholder of each Outstanding Note
affected thereby:

                  (i) change the date of payment of any installment of principal
of or interest on any Note, or reduce the principal amount thereof, the interest
rate thereon or the Redemption Price with respect thereto, change the provisions
of this Indenture relating to the application of collections on, or the proceeds
of the sale of, the Indenture Trust Estate to payment of principal of or
interest on the Notes, or change any place of payment where, or the coin or
currency in which, any Note or the interest thereon is payable or impair the
right to institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in Article V,
to the payment of any such amount due on the Notes on or after the respective
due dates thereof (or, in the case of redemption, on or after the Redemption
Date);

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

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

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

                  (v) modify any provision of this Section except to increase
any percentage specified herein or to provide that certain additional provisions
of this Indenture or the other Basic Documents cannot be modified or waived
without the consent of the Noteholder of each Outstanding Note affected thereby;

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

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

                  It shall not be necessary for any Act of Noteholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

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<PAGE>

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

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

                  SECTION 9.4 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

                  SECTION 9.5 Conformity with Trust Indenture Act. Every
amendment of this Indenture and every supplemental indenture executed pursuant
to this Article IX shall conform to the requirements of the Trust Indenture Act
as then in effect so long as this Indenture shall then be qualified under the
Trust Indenture Act.

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

                                    ARTICLE X

                               Redemption of Notes

                  SECTION 10.1 Redemption. The Indenture Trustee shall, upon
receipt of written notice from the Servicer pursuant to Section 6.1(b) of the
Administration Agreement, give prompt written notice to the Noteholders of the
occurrence of such event. In the event that the assets of the Trust are sold
pursuant to Section 6.1(a) of the Administration Agreement, that

                                       43
<PAGE>

portion of the amounts on deposit in the Trust Accounts to be distributed to the
Noteholders shall be paid to the Noteholders as provided in Sections 2.7 and 2.8
of the Administration Agreement. If amounts are to be paid to Noteholders
pursuant to this Section 10.1, the notice of such event from the Indenture
Trustee to the Noteholders shall include notice of the redemption of Notes by
application of such amounts on the next Distribution Date which is not sooner
than 15 days after the date of such notice (the "Redemption Date"), whereupon
all such amounts shall be payable on the Redemption Date.

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

                  All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price; and

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

                  Notice of redemption of the Notes shall be given by the
Indenture Trustee in the name and at the expense of the Issuer. Failure to give
notice of redemption, or any defect therein, to any Noteholder of any Note shall
not impair or affect the validity of the redemption of any other Note.

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

                                   ARTICLE XI

                                  Miscellaneous

                  SECTION 11.1 Compliance Certificates and Opinions, etc. (a)
Upon any application or request by the Issuer to the Indenture Trustee to take
any action under any provision of this Indenture, the Issuer shall furnish to
the Indenture Trustee and the Rating Agencies (i) an Officers' Certificate of
the Issuer stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) (if required by
the TIA) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section, except that, in the case of
any such application or request as to which the furnishing of such documents

                                       44
<PAGE>

is specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

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

                  (iii) a statement that, in the opinion of each such signatory,
such signatory has made such examination or investigation as is necessary to
enable such signatory to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

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

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee and the Rating
Agencies an Officers' Certificate of the Issuer certifying or stating the
opinion of each person signing such certificate as to the fair value (within 90
days of such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.

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

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

                                       45
<PAGE>

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

                  (v) Notwithstanding Section 2.9 or any other provision of this
Section, the Issuer may, without compliance with the requirements of the other
provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of
Trust Student Loans as and to the extent permitted or required by the Basic
Documents, (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Basic Documents and (C) convey to the Depositor,
the Servicer or another eligible lender those specified Trust Student Loans as
and to the extent permitted or required by and in accordance with Section 8.4(c)
hereof and Section 6 of the Sale Agreement, Section 3.5 of the Servicing
Agreement or Section 3.11E of the Servicing Agreement, respectively, so long as
the Issuer shall deliver to the Indenture Trustee every six months, commencing
December 31, 2004, an Officers' Certificate of the Issuer stating that all the
dispositions of Collateral described in clauses (A), (B) or (C) above that
occurred during the immediately preceding six calendar months were in the
ordinary course of the Issuer's business and that the proceeds thereof were
applied in accordance with the Basic Documents.

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

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

                                       46
<PAGE>

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

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

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

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

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

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by any Noteholder shall bind the Noteholder of every Note
issued upon registration of transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

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

         (a) The Indenture Trustee by any Noteholder, the Servicer, the
Administrator or by the Issuer shall be sufficient for every purpose hereunder
if made, given, furnished or filed in

                                       47
<PAGE>

writing to or with the Indenture Trustee at its Corporate Trust Office with a
copy to: Deutsche Bank Trust Company Americas, 60 Wall Street, 26th Floor,
Mailstop NYC60-2606, New York, New York 10005, Attention: Trust & Securities
Services/Structured Finance Services.

         (b) The Issuer by the Indenture Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Issuer addressed to: SLM Student Loan Trust 2004-4, in
care of Chase Manhattan Bank USA, National Association, Christiana Center/OPS4,
500 Stanton Christiana Road, Newark, Delaware 19713, Attention: Corporate Trust
Department; with copies to JPMorgan Chase Bank, 450 West 33rd Street 15th Fl.,
New York, New York 10001, Attention: Structured Finance Services; and the
Administrator, 11600 Sallie Mae Drive, Reston, Virginia 20193, Attention: ABS
Trust Administration, or any other address previously furnished in writing to
the Indenture Trustee by the Issuer or the Administrator. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.

                  Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Eligible Lender Trustee shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, to (i) in the case of Moody's, at the following address: ABS
Monitoring Department, 99 Church Street, New York, New York 10007, (ii) in the
case of S&P, at the following address: 55 Water Street, New York, New York
10041-0003, Attention: Asset Backed Surveillance Department, 32nd Floor, and
(iii) in the case of Fitch, at the following address: One State Street Plaza,
New York, New York 10004, Attention: Municipal Structured Finance Group; or as
to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

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

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

                  In case, by reason of the suspension of regular mail service
as a result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee
shall be deemed to be a sufficient giving of such notice.

                                       48
<PAGE>

                  Where this Indenture provides for notice to the Rating
Agencies, failure to give such notice shall not affect any other rights or
obligations created hereunder, and shall not under any circumstance constitute a
Default.

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

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

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

                  SECTION 11.8 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

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

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

                  SECTION 11.11 Benefits of Indenture. Nothing in this Indenture
or in the Notes, express or implied shall give to any person, other than the
parties hereto and their successors hereunder, the Noteholders, any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Indenture Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

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

                                       49
<PAGE>

                  SECTION 11.13 Governing Law. THIS INDENTURE SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  SECTION 11.14 Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                  SECTION 11.15 Recording of Indenture. If this Indenture is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

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

                  SECTION 11.17 No Petition. The Indenture Trustee, by entering
into this Indenture, and each Noteholder, by accepting a Note, hereby covenant
and agree that they shall not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture or any of the other Basic Documents. The foregoing shall
not limit the rights of the Indenture Trustee to file any claim in, or otherwise
take any action with respect to, any insolvency proceeding that was instituted
against the Issuer by any Person other than the Indenture Trustee.

                                       50
<PAGE>

                  SECTION 11.18 Inspection. The Issuer agrees that, on
reasonable prior notice, it shall permit any representative of the Indenture
Trustee, during the Issuer's normal business hours, to examine all the books of
account, records, reports, and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information obtained from such examination or
inspection except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

                                       51
<PAGE>

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

                                SLM STUDENT LOAN TRUST 2004-4

                                By: CHASE MANHATTAN BANK USA, NATIONAL
                                ASSOCIATION, not in its individual capacity but
                                solely as Eligible Lender Trustee

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

                                CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                                not in its individual capacity but solely as
                                Eligible Lender Trustee

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

                                DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                not in its individual capacity but solely
                                as Indenture Trustee

                                By: /s/ MICHELE H.Y. VOON
                                    Name: Michele H.Y. Voon
                                    Title: Assistant Vice President

                                       52
<PAGE>

                                                                      APPENDIX A

                              DEFINITIONS AND USAGE
                                  Series 2004-4

                                      USAGE

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

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

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

         (c) The words "hereof," "herein," "hereunder" and words of similar
import when used in an instrument refer to such instrument as a whole and not to
any particular provision or subdivision thereof; references in an instrument to
"Article," "Section" or another subdivision or to an attachment are, unless the
context otherwise requires, to an article, section or subdivision of or an
attachment to such instrument; and the term "including" means "including without
limitation."

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

         (e) Any agreement, instrument or statute defined or referred to below
or in any agreement or instrument that is governed by this Appendix means such
agreement or instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor
statutes and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein. References to a
Person are also to its permitted successors and assigns.

                                  Appendix A-1

<PAGE>

                                   DEFINITIONS

         "Accrual Period" means, with respect to a Distribution Date, the period
from and including the immediately preceding Distribution Date to, but
excluding, the then-current Distribution Date, or in the case of the initial
such period, the period from and including the Closing Date to, but excluding,
July 26, 2004.

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

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

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

          "Administration Agreement" means the Administration Agreement dated as
of May 5, 2004, among the Administrator, the Servicer, the Depositor, the Trust
and the Eligible Lender Trustee.

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

         "Administrator" means Sallie Mae, Inc., in its capacity as
administrator of the Trust and the Trust Student Loans in accordance with the
Administration Agreement.

         "Administrator Default" has the meaning specified in Section 5.1 of the
Administration Agreement.

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

         "Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Authorized Officer" means (i) with respect to the Trust, any officer
of the Eligible Lender Trustee who is authorized to act for the Eligible Lender
Trustee in matters relating to the Trust pursuant to the Basic Documents and who
is identified on the list of Authorized Officers delivered by the Eligible
Lender Trustee to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter), (ii) with respect to the

                                  Appendix A-2
<PAGE>

Administrator, any officer of the Administrator or any of its Affiliates who is
authorized to act for the Administrator in matters relating to itself or to the
Trust and to be acted upon by the Administrator pursuant to the Basic Documents
and who is identified on the list of Authorized Officers delivered by the
Administrator to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter), (iii) with respect to
the Depositor, any officer of the Depositor or any of its Affiliates who is
authorized to act for the Depositor in matters relating to or to be acted upon
by the Depositor pursuant to the Basic Documents and who is identified on the
list of Authorized Officers delivered by the Depositor to the Indenture Trustee
on the Closing Date (as such list may be modified or supplemented from time to
time thereafter) and (iv) with respect to the Servicer, any officer of the
Servicer who is authorized to act for the Servicer in matters relating to or to
be acted upon by the Servicer pursuant to the Basic Documents and who is
identified on the list of Authorized Officers delivered by the Servicer to the
Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).

         "Available Funds" means, as to a Distribution Date or any related
Monthly Servicing Payment Date, the sum of the following amounts received with
respect to the related Collection Period or, in the case of a Monthly Servicing
Payment Date, the applicable portion of these amounts:

         (a)      all collections on the Trust Student Loans received by the
                  Servicer on the Trust Student Loans, including any Guarantee
                  Payments received on the Trust Student Loans, but net of:

                           (1)      any collections in respect of principal on
                                    the Trust Student Loans applied by the Trust
                                    to repurchase guaranteed loans from the
                                    Guarantors under the Guarantee Agreements,
                                    and

                           (2)      amounts required by the Higher Education Act
                                    to be paid to the Department or to be repaid
                                    to borrowers, whether or not in the form of
                                    a principal reduction of the applicable
                                    Trust Student Loan, on the Trust Student
                                    Loans for that Collection Period, if any;

         (b)      any Interest Subsidy Payments and Special Allowance Payments
                  with respect to the Trust Student Loans during that Collection
                  Period;

         (c)      all Liquidation Proceeds from any Trust Student Loans which
                  became Liquidated Student Loans during that Collection Period
                  in accordance with the Servicer's customary servicing
                  procedures, net of expenses incurred by the Servicer related
                  to their liquidation and any amounts required by law to be
                  remitted to the borrowers on the Liquidated Student Loans, and
                  all Recoveries on Liquidated Student Loans which were written
                  off in prior Collection Periods or during that Collection
                  Period;

         (d)      the aggregate Purchase Amounts received during that Collection
                  Period for those Trust Student Loans repurchased by the
                  Depositor or purchased by the

                                  Appendix A-3
<PAGE>

                  Servicer or for Trust Student Loans sold to another eligible
                  lender pursuant to Section 3.11E of the Servicing Agreement;

         (e)      the aggregate Purchase Amounts received during that Collection
                  Period for those Trust Student Loans purchased by SLMA;

         (f)      the aggregate amounts, if any, received from any of SLMA, the
                  Depositor or the Servicer, as the case may be, as
                  reimbursement of non-guaranteed interest amounts, or lost
                  Interest Subsidy Payments and Special Allowance Payments, on
                  the Trust Student Loans pursuant to the Sale Agreement or
                  Section 3.5 of the Servicing Agreement, respectively;

         (g)      amounts received by the Trust pursuant to Sections 3.1 and
                  3.12 of the Servicing Agreement during that Collection Period
                  as to yield or principal adjustments;

         (h)      any interest remitted by the Administrator to the Collection
                  Account prior to such Distribution Date or Monthly Servicing
                  Payment Date;

         (i)      Investment Earnings for that Distribution Date earned on
                  amounts on deposit in each Trust Account;

         (j)      payments received under the Interest Rate Cap Agreement; and

         (k)      amounts transferred from the Reserve Account in excess of the
                  Specified Reserve Account Balance as of that Distribution
                  Date.

         provided that if on any Distribution Date there would not be sufficient
         funds, after application of Available Funds, as defined above, and
         application of amounts available from the Reserve Account to pay any of
         the items specified in clauses (a) through (d) of Section 2.8 of the
         Administration Agreement (but excluding clause (d), and including
         clauses (e) through (h), in the event that a condition exists as
         described in either clause (i) or (ii) of paragraph (x) of Section 2.8
         of the Administration Agreement), as set forth in Section 2.9 of the
         Administration Agreement, relating to such distributions, then
         Available Funds for that Distribution Date will include, in addition to
         the Available Funds as defined above, amounts on deposit in the
         Collection Account, or amounts held by the Administrator, or which the
         Administrator reasonably estimates to be held by the Administrator, for
         deposit into the Collection Account on the related Determination Date
         which would have constituted Available Funds for the Distribution Date
         succeeding that Distribution Date, up to the amount necessary to pay
         such items, and the Available Funds for the succeeding Distribution
         Date will be adjusted accordingly.

         "Basic Documents" means the Trust Agreement, the Indenture, the
Servicing Agreement, the Administration Agreement, the Sale Agreement, the
Purchase Agreement, the Guarantee Agreements, the Note Depository Agreement, the
Interest Rate Cap Agreement and other documents and certificates delivered in
connection with any such documents.

         "Benefit Plan" has the meaning specified in clause (vi) of Section 2.10
of the Indenture.

                                  Appendix A-4
<PAGE>

         "Bill of Sale" has the meaning specified in the Purchase Agreement or
the Sale Agreement, as applicable.

         "Book-Entry Note" means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.10 of the Indenture.

         "Business Day" means (i) with respect to calculating LIBOR of a
specified maturity, any day on which banks in New York, New York and London,
England are open for the transaction of international business and (ii) for all
other purposes, any day other than a Saturday, a Sunday or a day on which
banking institutions or trust companies in New York, New York or Wilmington,
Delaware are authorized or obligated by law, regulation or executive order to
remain closed.

         "Carryover Servicing Fee" has the meaning specified in Attachment A to
the Servicing Agreement.

         "Class A Note" means a Class A-1 Note, Class A-2 Note, Class A-3 Note
or Class A-4 Note.

         "Class A Note Interest Shortfall" means, for any Distribution Date, the
excess of (x) the Class A Noteholders' Interest Distribution Amount on the
preceding Distribution Date over (y) the amount of interest actually distributed
to the Class A Noteholders on such preceding Distribution Date, plus interest on
the amount of that excess, to the extent permitted by law, at the interest rate
applicable for each such class of Notes from the preceding Distribution Date to
the current Distribution Date.

         "Class A Note Principal Shortfall" means, as of the close of any
Distribution Date, the excess of (i) the Class A Noteholders' Principal
Distribution Amount on that Distribution Date, over (ii) the amount of principal
actually distributed to the Class A Noteholders on such Distribution Date.

         "Class A Noteholder" means the Person in whose name a Class A Note is
registered in the Note Register.

         "Class A Noteholders' Distribution Amount" means, for any Distribution
Date, the sum of the Class A Noteholders' Interest Distribution Amount and the
Class A Noteholders' Principal Distribution Amount for that Distribution Date.

         "Class A Noteholders' Interest Distribution Amount" means, for any
Distribution Date, the sum of: (1) the amount of interest accrued at the Class
A-1 Rate, the Class A-2 Rate, the Class A-3 Rate and the Class A-4 Rate, as
applicable, for the related Accrual Period on the Outstanding Amount of all
classes of Class A Notes on the immediately preceding Distribution Date(s) after
giving effect to all principal distributions to Class A Noteholders on that
preceding Distribution Date or, in the case of the first Distribution Date, on
the Closing Date, and (2) the Class A Note Interest Shortfall for that
Distribution Date.

                                  Appendix A-5
<PAGE>

         "Class A Noteholders' Principal Distribution Amount" means, for any
Distribution Date, the Principal Distribution Amount for that Distribution Date,
plus any Class A Note Principal Shortfall as of the close of business on the
preceding Distribution Date; provided that the Class A Noteholders' Principal
Distribution Amount will not exceed the Outstanding Amount of the Class A Notes.
In addition, on the Class A-1 Maturity Date, the Class A-2 Maturity Date, the
Class A-3 Maturity Date or the Class A-4 Maturity Date, as the case may be, the
principal required to be distributed to the related Class A Noteholders will
include the amount required to reduce the Outstanding Amount of that class to
zero.

         "Class A-1 Maturity Date" means the April 27, 2009 Distribution Date.

         "Class A-2 Maturity Date" means the April 25, 2012 Distribution Date.

         "Class A-3 Maturity Date" means the October 25, 2013 Distribution Date.

         "Class A-4 Maturity Date" means the January 25, 2019 Distribution Date.

         "Class A-1 Noteholder" means the Person in whose name a Class A-1 Note
is registered in the Note Register.

         "Class A-2 Noteholder" means the Person in whose name a Class A-2 Note
is registered in the Note Register.

         "Class A-3 Noteholder" means the Person in whose name a Class A-3 Note
is registered in the Note Register.

         "Class A-4 Noteholder" means the Person in whose name a Class A-4 Note
is registered in the Note Register.

         "Class A-1 Notes" means the $612,000,000 Floating Rate Class A-1
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-1 thereto.

         "Class A-2 Notes" means the $752,000,000 Floating Rate Class A-2
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-2 thereto.

         "Class A-3 Notes" means the $405,000,000 Floating Rate Class A-3
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-3 thereto.

         "Class A-4 Notes" means the $681,393,000 Floating Rate Class A-4
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-4 thereto.

         "Class A-1 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, minus 0.01%, based on an
Actual/360 accrual method. For the initial Accrual

                                  Appendix A-6

<PAGE>

Period, the Class A-1 Rate shall mean the Initial Accrual Rate minus 0.01%,
based on an Actual/360 accrual method.

         "Class A-2 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.02% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-2 Rate
shall mean the Initial Accrual Rate plus 0.02%, based on an Actual/360 accrual
method.

         "Class A-3 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.09% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-3 Rate
shall mean the Initial Accrual Rate plus 0.09%, based on an Actual/360 accrual
method.

         "Class A-4 Rate" means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.13% based on an
Actual/360 accrual method. For the initial Accrual Period, the Class A-4 Rate
shall mean the Initial Accrual Rate plus 0.13%, based on an Actual/360 accrual
method.

         "Class B Maturity Date" means the January 27, 2025 Distribution Date.

         "Class B Note Interest Shortfall" means, with respect to any
Distribution Date, the excess of (i) the Class B Noteholders' Interest
Distribution Amount on the preceding Distribution Date over (ii) the amount of
interest actually distributed to the Class B Noteholders on such preceding
Distribution Date, plus interest on the amount of such excess interest due to
the Class B Noteholders, to the extent permitted by law, at the Class B Rate
from such preceding Distribution Date to the current Distribution Date.

         "Class B Note Principal Shortfall" means, as of the close of any
Distribution Date, the excess of (i) the Class B Noteholders' Principal
Distribution Amount on such Distribution Date over (ii) the amount of principal
actually distributed to the Class B Noteholders on such Distribution Date.

         "Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.

         "Class B Noteholders' Distribution Amount" means, for any Distribution
Date, the sum of the Class B Noteholders' Interest Distribution Amount and the
Class B Noteholders' Principal Distribution Amount for that Distribution Date.

         "Class B Noteholders' Interest Distribution Amount" means, for any
Distribution Date, the sum of (1) the amount of interest accrued at the Class B
Rate for the related Accrual Period on the Outstanding Amount of the Class B
Notes on the immediately preceding Distribution Date(s) (or, in the case of the
first Distribution Date, the Closing Date), after giving effect to all principal
distributions to Class B Noteholders on that preceding Distribution Date, and
(ii) the Class B Note Interest Shortfall for that Distribution Date.

                                  Appendix A-7

<PAGE>

         "Class B Noteholders' Principal Distribution Amount" means, for any
Distribution Date, the excess of (1) the sum of (a) the Principal Distribution
Amount for such Distribution Date plus (b) the Class A Note Principal Shortfall
as of the close of the preceding Distribution Date plus (c) the Class B Note
Principal Shortfall as of the close of business on the preceding Distribution
Date over (2) the Class A Noteholders' Principal Distribution Amount for that
Distribution Date; provided that the Class B Noteholders' Principal Distribution
Amount will not exceed the Outstanding Amount of the Class B Notes. In addition,
on the Class B Maturity Date, the principal required to be distributed to the
Class B Noteholders will include the amount required to reduce the Outstanding
Amount of the Class B Notes to zero.

          "Class B Notes" means the $75,786,000 Floating Rate Class B Student
Loan-Backed Notes issued by the Trust pursuant to the Indenture, substantially
in the form of Exhibit A-5 thereto.

         "Class B Rate" means, for any Accrual Period after the initial Accrual
Period, Three-Month LIBOR, as determined on the second Business Day before the
beginning of the applicable Accrual Period, plus 0.38% based on an Actual/360
accrual method. For the initial Accrual Period, the Class B Rate shall mean the
Initial Accrual Rate plus 0.38%, based on an Actual/360 accrual method.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to applicable law. The initial Clearing Agency shall be DTC,
and the initial nominee for such Clearing Agency shall be Cede & Co.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means May 5, 2004.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and Treasury Regulations promulgated thereunder.

         "Collateral" has the meaning specified in the Granting Clause of the
Indenture.

         "Collection Account" means the account designated as such, established
and maintained pursuant to Section 2.3(a) of the Administration Agreement.

         "Collection Period" means, with respect to the first Distribution Date,
the period beginning on the Cutoff Date and ending on June 30, 2004, and with
respect to each subsequent Distribution Date the Collection Period means the
three calendar months immediately following the end of the previous Collection
Period.

         "Commission" means the Securities and Exchange Commission.

         "Consolidation Loans" means Student Loans made in accordance with the
Section 428C of the Higher Education Act.

                                  Appendix A-8
<PAGE>

         "Corporate Trust Office" means (i) with respect to the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the Closing Date is located at 60 Wall Street, 26th Floor, Mailstop
NYC60-2606, New York, New York 10005, Attention: Trust & Securities
Services/Structured Finance Services, telephone: (212) 250-8454, facsimile:
(212) 797-8606 or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders and the Depositor, or the
principal corporate trust office of any successor Indenture Trustee (the address
of which the successor Indenture Trustee will notify the Noteholders, the
Administrator and the Depositor) and (ii) with respect to the Eligible Lender
Trustee, the principal corporate trust office of the Eligible Lender Trustee
located at Christiana Center/OPS4, 500 Stanton Christiana Road, Newark, Delaware
19713, Attention: Corporate Trust Department (telephone: (302) 552-6279;
facsimile: (302) 552-6280); or at such other address as the Eligible Lender
Trustee may designate by notice to the Depositor, or the principal corporate
trust office of any successor Eligible Lender Trustee (the address of which the
successor Eligible Lender Trustee will notify the Administrator and the
Depositor).

         "Cutoff Date" means April 19, 2004.

         "Default" means any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.

         "Definitive Notes" has the meaning specified in Section 2.10 of the
Indenture.

         "Delaware Statutory Trust Act" means Chapter 38 of Title 12, Part V of
the Delaware Code, entitled "Treatment of Delaware Statutory Trusts".

         "Delivery" when used with respect to Trust Account Property means:

     (a) with respect to bankers' acceptances, commercial paper, negotiable
     certificates of deposit and other obligations that constitute "instruments"
     within the meaning of Section 9-102(a)(47) of the UCC and are susceptible
     of physical delivery, transfer thereof to the Indenture Trustee or its
     nominee or custodian by physical delivery to the Indenture Trustee or its
     nominee or custodian endorsed to, or registered in the name of, the
     Indenture Trustee or its nominee or custodian or endorsed in blank, and,
     with respect to a certificated security (as defined in Section 8-102(a)(3)
     of the UCC) transfer thereof (i) by delivery of such certificated security
     endorsed to, or registered in the name of, the Indenture Trustee or its
     nominee or custodian or endorsed in blank to a securities intermediary (as
     defined in Section 8-102(a)(14) of the UCC) and the making by such
     securities intermediary of entries on its books and records identifying
     such certificated securities as belonging to the Indenture Trustee or its
     nominee or custodian and the sending by such securities intermediary of a
     confirmation of the purchase of such certificated security by the Indenture
     Trustee or its nominee or custodian, or (ii) by delivery thereof to a
     "clearing corporation" (as defined in Section 8-102(a)(5) of the UCC) and
     the making by such clearing corporation of appropriate entries on its books
     reducing the appropriate securities account of the transferor and
     increasing the appropriate securities account of a securities intermediary
     by the amount of such certificated security, the identification by the
     clearing corporation of the certificated securities for the sole and
     exclusive account of the securities intermediary, the maintenance

                                  Appendix A-9
<PAGE>

     of such certificated securities by such clearing corporation or the nominee
     of either subject to the clearing corporation's exclusive control, the
     sending of a confirmation by the securities intermediary of the purchase by
     the Indenture Trustee or its nominee or custodian of such securities and
     the making by such securities intermediary of entries on its books and
     records identifying such certificated securities as belonging to the
     Indenture Trustee or its nominee or custodian (all of the foregoing, but
     not including Trust Student Loans, "Physical Property"); and such
     additional or alternative procedures as may hereafter become appropriate to
     effect the complete transfer of ownership of any such Trust Account
     Property to the Indenture Trustee or its nominee or custodian, consistent
     with changes in applicable law or regulations or the interpretation
     thereof;

     (b) with respect to any security issued by the U.S. Treasury, the
     Government National Mortgage Association, the Federal Home Loan Mortgage
     Corporation or the Federal National Mortgage Association that is a
     book-entry security held at a Federal Reserve Bank pursuant to Federal
     book-entry regulations, the following procedures, all in accordance with
     applicable law, including applicable Federal regulations and Articles 8 and
     9 of the UCC: the crediting of such book-entry security to an appropriate
     book-entry account of the Indenture Trustee or its nominee or the custodian
     or securities intermediary at a Federal Reserve Bank, causing the custodian
     to continuously indicate by book-entry such book-entry security as credited
     to the relevant book-entry account, the continuous crediting of such
     book-entry security to a securities account of the custodian at such
     Federal Reserve Bank and the continuous identification of such book-entry
     security by the custodian as credited to the appropriate book-entry
     account; and

     (c) with respect to any item of Trust Account Property that is an
     uncertificated security under Article 8 of the UCC and that is not governed
     by clause (b) above, registration on the books and records of the issuer
     thereof in the name of the securities intermediary, the sending of a
     confirmation by the securities intermediary of the purchase by the
     Indenture Trustee or its nominee or custodian of such uncertificated
     security, the making by such securities intermediary of entries on its
     books and records identifying such uncertificated certificates as belonging
     to the Indenture Trustee or its nominee or custodian.

         "Department" means the United States Department of Education, an agency
of the Federal government.

         "Depositor" means SLM Funding LLC, a Delaware limited liability
company, and its successors and assigns, including, for such purpose, a
permitted transferee of all of SLM Funding LLC's right, title and interest in
the Excess Distribution Certificate.

         "Depository Agreement" means the Note Depository Agreement.

         "Determination Date" means, with respect to the Collection Period
preceding any Distribution Date, the first Business Day preceding such
Distribution Date.

         "Distribution Date" means, for any class of Notes the 25th day of
January, April, July and October, or, if such day is not a Business Day, the
immediately following Business Day, commencing on July 26, 2004.

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

                                  Appendix A-10

<PAGE>

         "Eligible Deposit Account" means either (a) a segregated account with
an Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States of America or any one of the States or the District of Columbia
(or any domestic branch of a foreign bank), having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution have a credit rating from Moody's,
S&P, and, if such institution is rated by Fitch, Fitch, in one of their generic
rating categories which signifies investment grade.

         "Eligible Institution" means a depository institution organized under
the laws of the United States of America or any one of the States or the
District of Columbia (or any domestic branch of a foreign bank) (i) which has
(A) either a long-term senior unsecured debt rating of "AAA" or a short-term
senior unsecured debt or certificate of deposit rating of "A-1+" or better by
S&P and (B)(1) a long-term senior unsecured debt rating of "A1" or better and
(2) a short-term senior unsecured debt rating of "P-1" or better by Moody's, and
(C) if such institution is rated by Fitch, a long-term senior unsecured debt
rating of "AA" or a short-term senior unsecured debt rating of "F-1+," or any
other long-term, short-term or certificate of deposit rating with respect to
which the Rating Agency Condition has been satisfied and (ii) whose deposits are
insured by the FDIC. If so qualified, the Eligible Lender Trustee or the
Indenture Trustee may be considered an Eligible Institution.

         "Eligible Investments" means book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:

     (a) direct obligations of, and obligations fully guaranteed as to timely
     payment by, the United States of America, the Government National Mortgage
     Association, the Federal Home Loan Mortgage Corporation, the Federal
     National Mortgage Association, SLMA, or any agency or instrumentality of
     the United States of America the obligations of which are backed by the
     full faith and credit of the United States of America; provided that
     obligations of, or guaranteed by, the Government National Mortgage
     Association (GNMA), the Federal Home Loan Mortgage Corporation (Freddie
     Mac), the Federal National Mortgage Association (Fannie Mae) or SLMA shall
     be Eligible Investments only if, at the time of investment, they meet the
     criteria of each of the Rating Agencies for collateral for securities
     having ratings equivalent to the respective ratings of the Notes in effect
     at the Closing Date;

     (b) demand deposits, time deposits or certificates of deposit of any
     depository institution or trust company incorporated under the laws of the
     United States of America or any State (or any domestic branch of a foreign
     bank) and subject to supervision and examination by Federal or state
     banking or depository institution authorities (including depository
     receipts issued by any such institution or trust company as custodian with
     respect to any obligation referred to in clause (a) above or portion of
     such obligation for the benefit of the holders of such depository
     receipts); provided that at the time of the investment or contractual
     commitment to invest therein (which shall be deemed to be made again each
     time funds are reinvested following each Distribution Date), the commercial
     paper or other short-term senior unsecured debt obligations (other than
     such obligations the rating of which is based on the credit of a Person
     other than such depository institution or trust company) thereof shall have
     a credit rating from each of the Rating Agencies in the highest investment
     category granted thereby;

                                  Appendix A-11

<PAGE>

     (c) commercial paper having, at the time of the investment, a rating from
     each of the Rating Agencies in the highest investment category granted
     thereby;

     (d) investments in money market funds having a rating from each of the
     Rating Agencies in the highest investment category granted thereby
     (including funds for which the Indenture Trustee, the Administrator or the
     Eligible Lender Trustee or any of their respective Affiliates is investment
     manager or advisor);

     (e) bankers' acceptances issued by any depository institution or trust
     company referred to in clause (b) above;

     (f) repurchase obligations with respect to any security that is a direct
     obligation of, or fully guaranteed by, the United States of America or any
     agency or instrumentality thereof the obligations of which are backed by
     the full faith and credit of the United States of America, in either case
     entered into with a depository institution or trust company (acting as
     principal) described in clause (b) above;

     (h) asset-backed securities, including asset-backed securities issued by
     Affiliates, or entities formed by Affiliates, of SLMA, but excluding
     mortgage-backed securities, that at the time of investment, have a rating
     in the highest investment category granted by each of the Rating Agencies,
     but not at a purchase price in excess of par; and

     (g) any other investment which would not result in the downgrading or
     withdrawal of any rating of the Notes by any of the Rating Agencies as
     affirmed in writing delivered to the Indenture Trustee.

For purposes of the definition of "Eligible Investments" the phrase "highest
investment category" means (i) in the case of Fitch, "AAA" for long-term
investments (or the equivalent) and "F-1+" for short-term investments (or the
equivalent), (ii) in the case of Moody's, "Aaa" for long-term investments (or
the equivalent) and "P-1" for short-term investments (or the equivalent), and
(iii) in the case of S&P, "AAA" for long-term investments (or the equivalent)
and "A-1+" for short-term investments (or the equivalent). A proposed investment
not rated by Fitch but rated in the highest investment category by Moody's and
S&P shall be considered to be rated by each of the Rating Agencies in the
highest investment category granted thereby.

         "Eligible Lender Trustee" means Chase Manhattan Bank USA, National
Association, a national banking association, not in its individual capacity but
solely as Eligible Lender Trustee under the Trust Agreement. "Eligible Lender
Trustee" shall also mean each successor Eligible Lender Trustee as of the
qualification of such successor as Eligible Lender Trustee under the Trust
Agreement.

         "Eligible Loans" has the meaning specified in the Purchase Agreement or
the Sale Agreement, as applicable.

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

         "Event of Default" has the meaning specified in Section 5.1 of the
Indenture.

         "Excess Distribution Certificate" means the certificate, substantially
in the form of Exhibit A to the Trust Agreement, evidencing the right to receive
payments thereon as set forth in Sections 2.8(l) and 2.9(f) of the
Administration Agreement.

                                  Appendix A-12

<PAGE>

         "Excess Distribution Certificate Paying Agent" means any paying agent
or co-paying agent appointed pursuant to Section 3.13(g) of the Trust Agreement,
which paying agent shall initially be the Indenture Trustee.

         "Excess Distribution Certificate Register" and "Excess Distribution
Certificate Registrar" mean the register mentioned and the registrar appointed
pursuant to Section 3.13(c) of the Trust Agreement.

         "Excess Distribution Certificateholder" means the person in whose name
an Excess Distribution Certificate is registered in the Excess Distribution
Certificate Register.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Executive Officer" means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
any Executive Vice President, any Senior Vice President, any Vice President, the
Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.

         "Expenses" means any and all liabilities, obligations, losses, damages,
taxes, claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and
nature whatsoever which may at any time be imposed on, incurred by, or asserted
against the Eligible Lender Trustee or any of its officers, directors or agents
in any way relating to or arising out of the Trust Agreement, the other Basic
Documents, the Trust Estate, the administration of the Trust Estate or the
action or inaction of the Eligible Lender Trustee under the Trust Agreement or
the other Basic Documents.

         "FDIC" means the Federal Deposit Insurance Corporation.

         "Federal Funds Rate" means the rate set forth for such day opposite the
caption "Federal Funds (effective)" in the weekly statistical release designated
H.15(519), or any successor publication, published by the Board of Governors of
the Federal Reserve System. If such rate is not published in the relevant
H.15(519) for any day, the rate for such day shall be the arithmetic mean of the
rates for the last transaction in overnight Federal Funds arranged prior to 9:00
a.m. New York City time on that day by each of four leading brokers in such
transactions located in New York City selected by the Administrator. The Federal
Funds rate for each Saturday and Sunday and for any other that is not a Business
Day shall be the Federal Funds Rate for the preceding Business Day as determined
above.

         "Fitch" means Fitch, Inc., also known as Fitch Ratings.

         "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to the Indenture. A Grant of the Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in

                                  Appendix A-13
<PAGE>

the name of the Granting party or otherwise and generally to do and receive
anything that the Granting party is or may be entitled to do or receive
thereunder or with respect thereto.

         "Guarantee Agreement" means any agreement between any Guarantor and the
Eligible Lender Trustee providing for the payment by the Guarantor of amounts
authorized to be paid pursuant to the Higher Education Act to holders of
qualifying Student Loans guaranteed in accordance with the Higher Education Act
by such Guarantor.

         "Guarantee Payment" means any payment made by a Guarantor pursuant to a
Guarantee Agreement in respect of a Trust Student Loan.

         "Guarantor" means any entity listed on Attachment B (as amended from
time to time) to the Sale Agreement.

         "H.15(519)" means the weekly statistical release designated as such, or
any successor publication, published by the Board of Governors of the United
States Federal Reserve System.

         "H.15 Daily Update" means the daily update for H.15(519), available
through the world wide web site of the Board of Governors of the Federal Reserve
System at http://www.federalreserve.gov/releases/h15/update, or any successor
site or publications.

         "Higher Education Act" means the Higher Education Act of 1965, as
amended, together with any rules, regulations and interpretations thereunder.

         "Indenture" means the Indenture dated as of May 1, 2004, among the
Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture
Trustee.

         "Indenture Trust Estate" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of the Indenture for the benefit of the Noteholders (including all
Collateral Granted to the Indenture Trustee), including all proceeds thereof.

         "Indenture Trustee" means Deutsche Bank Trust Company Americas, a New
York banking corporation, not in its individual capacity but solely as trustee
under the Indenture.

         "Independent" means, when used with respect to any specified Person,
that the Person (a) is in fact independent of the Trust, any other obligor upon
the Notes, the Depositor and any Affiliate of any of the foregoing Persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Trust, any such other obligor, the Depositor or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Trust, any such
other obligor, the Depositor or any Affiliate of any of the foregoing Persons as
an officer, employee, promoter, underwriter, placement agent, trustee, partner,
director or person performing similar functions.

         "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable

                                  Appendix A-14
<PAGE>

care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" in the Indenture and that the signer is Independent
within the meaning thereof.

         "Index Maturity" means, with respect to any Accrual Period, a period of
time equal to, one, two or three months, as applicable, commencing on the first
day of that Accrual Period.

         "Initial Accrual Rate" means for each class of Notes and the Accrual
Period commencing on the Closing Date to, but excluding, the first Distribution
Date, the rate per annum as determined on the related Determination Date, as
follows:

                                 X + [20/30 * (Y - X)]

where:

                                X= Two-Month LIBOR, and
                                Y= Three-Month LIBOR.

         "Initial Pool Balance" means the Pool Balance as of the Cutoff Date,
which is $2,501,167,802.

         "Insolvency Event" means, with respect to a specified Person, (a) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable Federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person's affairs, which decree or order
remains unstayed and in effect for a period of 60 consecutive days; or (b) the
commencement by such Person of a voluntary case under any applicable Federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or
the consent by such Person to the entry of an order for relief in an involuntary
case under any such law, or the consent by such Person to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of
its property, or the making by such Person of any general assignment for the
benefit of creditors, or the failure by such Person generally to pay its debts
as such debts become due, or the taking of action by such Person in furtherance
of any of the foregoing.

         "Interest Rate Cap Agreement" means the agreement between the Trust and
the Interest Rate Cap Counterparty, dated April 27, 2004, documented under a
1992 ISDA Master Agreement (Multicurrency-Cross Border), including the related
schedule and the Interest Rate Cap Confirmation, providing for certain payments
to the Trust, in the amounts and under the conditions set forth therein, which
will terminate in accordance with its terms on the October 2005 Distribution
Date.

         "Interest Rate Cap Agreement Upfront Payment" means the "Fixed Rate
Amount" specified in the Interest Rate Cap Confirmation.

                                  Appendix A-15

<PAGE>

         "Interest Rate Cap Confirmation" means the confirmation executed under
the Interest Rate Cap Agreement, dated as of April 27, 2004, representing the
interest rate cap in a notional amount of $595,000,000.

         "Interest Rate Cap Counterparty" means Merrill Lynch Capital Services,
Inc., as counterparty under the Interest Rate Cap Agreement.

         "Interest Subsidy Payments" means payments, designated as such,
consisting of interest subsidies by the Department in respect of the Trust
Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.

         "Interim Eligible Lender Trustee" means Chase Manhattan Bank USA,
National Association, a national banking association, not in its individual
capacity but solely as Interim Eligible Lender Trustee under the Interim Trust
Agreement. "Interim Eligible Lender Trustee" shall also mean each successor
Interim Eligible Lender Trustee as of the qualification of such Interim Eligible
Lender Trustee under the Interim Trust Agreement.

         "Interim Trust Agreement" means the Interim Trust Agreement dated as of
May 1, 2004, between the Depositor and the Interim Eligible Lender Trustee.

         "Interim Trust Loans" has the meaning set forth in the Interim Trust
Agreement.

         "Investment Earnings" means, with respect to any Distribution Date, the
investment earnings (net of losses and investment expenses) on amounts on
deposit in the Trust Accounts to be deposited into the Collection Account on or
prior to such Distribution Date pursuant to Section 2.3(b) of the Administration
Agreement.

         "Issuer" means the Trust and, for purposes of any provision contained
in the Indenture and required by the TIA, each other obligor on the Notes.

         "Issuer Order" and "Issuer Request" means a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

         "LIBOR" means Two-Month LIBOR or Three-Month LIBOR, as applicable.

         "LIBOR Determination Date" means, for each Accrual Period, the second
Business Day before the beginning of that Accrual Period.

         "Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens and any other liens, if any, which
attach to the respective Trust Student Loan by operation of law as a result of
any act or omission by the related Obligor.

         "Liquidated Student Loan" means any defaulted Trust Student Loan
liquidated by the Servicer (which shall not include any Trust Student Loan on
which Guarantee Payments are received) or which the Servicer has, after using
all reasonable efforts to realize upon such Trust Student Loan, determined to
charge off.

                                  Appendix A-16

<PAGE>

         "Liquidation Proceeds" means, with respect to any Liquidated Student
Loan which became a Liquidated Student Loan during the current Collection Period
in accordance with the Servicer's customary servicing procedures, the moneys
collected in respect of the liquidation thereof from whatever source, other than
Recoveries, net of the sum of any amounts expended by the Servicer in connection
with such liquidation and any amounts required by law to be remitted to the
Obligor on such Liquidated Student Loan.

         "Loan" has the meaning set forth in Section 2 of the Purchase
Agreement.

         "Minimum Purchase Amount" means an amount that would be sufficient to
(i) reduce the Outstanding Amount of each class of Notes on such Distribution
Date to zero and (ii) pay to the respective Noteholders the Class A Noteholders'
Interest Distribution Amount and the Class B Noteholders' Interest Distribution
Amount payable on such Distribution Date.

         "Monthly Servicing Payment Date" means the 25th day of each calendar
month or, if such day is not a Business Day, the immediately following Business
Day, commencing in June 2004.

         "Moody's" means Moody's Investors Service, Inc.

         "Note Depository Agreement" means the Letter of Representations, dated
May 5, 2004 among the Trust, the Eligible Lender Trustee and the Indenture
Trustee in favor of DTC.

         "Note Final Maturity Date" for a class of Notes means the Class A-1
Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date, the
Class A-4 Maturity Date or the Class B Maturity Date, as applicable.

         "Note Interest Shortfall" means the Class A Note Interest Shortfall, if
any, and/or the Class B Note Interest Shortfall, if any, as applicable.

         "Note Owner" means, with respect to a Book-Entry Note, the Person who
is the owner of such Book-Entry Note, as reflected on the books of the
applicable Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

         "Note Pool Factor" means, as of the close of business on a Distribution
Date, a seven-digit decimal figure equal to the Outstanding Amount of a class of
Notes divided by the original Outstanding Amount of such class of Notes. The
Note Pool Factor for each class will be 1.0000000 as of the Closing Date;
thereafter, the Note Pool Factor for each class will decline to reflect
reductions in the Outstanding Amount of that class of Notes.

         "Note Rates" means, with respect to any Accrual Period, the Class A-1
Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B
Rate for such Accrual Period, collectively.

         "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.4 of the Indenture.

                                  Appendix A-17

<PAGE>

         "Noteholder" means either a Class A Noteholder or a Class B Noteholder,
as the context requires.

         "Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class B Notes, collectively.

         "Obligor" on a Trust Student Loan means the borrower or co-borrowers of
such Trust Student Loan and any other Person who owes payments in respect of
such Trust Student Loan, including the Guarantor thereof and, with respect to
any Interest Subsidy Payment or Special Allowance Payment, if any, thereon, the
Department.

         "Officers' Certificate" means (i) in the case of the Trust, a
certificate signed by any two Authorized Officers of the Eligible Lender
Trustee, under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 11.1 of the Indenture, and delivered to the
Indenture Trustee, and (ii) in the case of the Depositor, the Administrator or
the Servicer, a certificate signed by any two Authorized Officers of the
Depositor, the Administrator or the Servicer, as applicable.

          "Opinion of Counsel" means (i) with respect to the Trust, one or more
written opinions of counsel who may, except as otherwise expressly provided in
the Indenture, be employees of or counsel to the Eligible Lender Trustee, the
Trust, the Depositor or an Affiliate of the Depositor and who shall be
satisfactory to the Indenture Trustee, and which opinion or opinions shall be
addressed to the Indenture Trustee as Indenture Trustee, shall comply with any
applicable requirements of Section 11.1 of the Indenture and shall be in form
and substance satisfactory to the Indenture Trustee, and (ii) with respect to
the Depositor, the Administrator or the Servicer, one or more written opinions
of counsel who may be an employee of or counsel to the Depositor, the
Administrator or the Servicer, which counsel shall be acceptable to the
Indenture Trustee and the Eligible Lender Trustee.

         "Origination Fee" means any origination fee payable to the Department
by the lender with respect to any Trust Student Loan.

         "Outstanding" means, as of the date of determination, all Notes
theretofore authenticated and delivered under the Indenture except:

     (a) Notes theretofore cancelled by the Note Registrar or delivered to the
     Note Registrar for cancellation;

     (b) Notes or portions thereof, for which payment has been made to the
     applicable Noteholders in reduction of the outstanding principal balance
     thereof or for which money in the necessary amount has been theretofore
     deposited with the Indenture Trustee or any Paying Agent in trust for the
     Noteholders thereof (provided, however, that if such Notes are to be
     redeemed, notice of such redemption has been duly given pursuant to the
     Indenture); and

     (c) Notes in exchange for or in lieu of other Notes which have been
     authenticated and delivered pursuant to the Indenture unless proof
     satisfactory to the Indenture Trustee is presented that any such Notes are
     held by a bona fide purchaser; provided that in determining whether the
     Noteholders of the requisite Outstanding Amount of the Notes have given any

                                  Appendix A-18

<PAGE>

     request, demand, authorization, direction, notice, consent or waiver
     hereunder or under any other Basic Document, Notes owned by the Trust, any
     other obligor upon the Notes, the Depositor or any Affiliate of any of the
     foregoing Persons shall be disregarded and deemed not to be Outstanding,
     except that, in determining whether the Indenture Trustee shall be
     protected in relying upon any such request, demand, authorization,
     direction, notice, consent or waiver, only Notes that a Responsible Officer
     of the Indenture Trustee either actually knows to be so owned or has
     received written notice thereof shall be so disregarded. Notes so owned
     that have been pledged in good faith may be regarded as Outstanding if the
     pledgee establishes to the satisfaction of the Indenture Trustee the
     pledgee's right so to act with respect to such Notes and that the pledgee
     is not the Trust, any other obligor upon the Notes, the Depositor or any
     Affiliate of any of the foregoing Persons.

         "Outstanding Amount" means the aggregate principal balance of all the
Notes or the applicable class or classes of Notes, as the case may be,
Outstanding at the date of determination.

         "Paying Agent" means the Indenture Trustee or any other Person that
meets the eligibility standards for the Indenture Trustee specified in Section
6.11 of the Indenture and is authorized by the Eligible Lender Trustee on behalf
of the Trust to make the payments to and distributions from the Collection
Account and payments of principal of and interest and any other amounts owing on
the Notes on behalf of the Trust.

         "Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization, limited liability company, limited
liability partnership or government or any agency or political subdivision
thereof.

         "Physical Property" has the meaning assigned to such terms in the
definition of "Delivery" above.

         "Plan" has the meaning specified in Exhibit D-1 to the Trust Agreement.

         "Pool Balance" for any date means the aggregate principal balance of
the Trust Student Loans on that date (including accrued interest that is
expected to be capitalized), as reduced by:

         (a)      all payments received by the Trust through that date from
                  borrowers, the Guarantors and the Department;

         (b)      all amounts received by the Trust through that date from
                  purchases of the Trust Student Loans by SLMA, the Depositor or
                  the Servicer;

         (c)      all Liquidation Proceeds and Realized Losses on the Trust
                  Student Loans liquidated through that date;

         (d)      the amount of any adjustments to the outstanding principal
                  balances of the Trust Student Loans that the Servicer makes
                  under the Servicing Agreement through that date; and

                                  Appendix A-19

<PAGE>

         (e)      the amount by which Guarantor reimbursements of principal on
                  defaulted Trust Student Loans through that date are reduced
                  from 100% to 98%, or other applicable percentage, as required
                  by the risk sharing provisions of the Higher Education Act.

         "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 of the Indenture and in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

         "Primary Servicing Fee" for any Monthly Servicing Payment Date has the
meaning specified in Attachment A to the Servicing Agreement, and shall include
any such fees from prior Monthly Servicing Payment Dates that remain unpaid.

         "Principal Distribution Amount" means (i) with respect to the initial
Distribution Date, the amount by which the sum of the Outstanding Amount of the
Notes exceeds the Adjusted Pool Balance for that Distribution Date, and (ii)
with respect to each subsequent Distribution Date, the sum of (a) the amount by
which the Adjusted Pool Balance for the preceding Distribution Date exceeds the
Adjusted Pool Balance for that Distribution Date, and (b) any amounts received
under the Interest Rate Cap Agreement for that Distribution Date.

         "Proceeding" means any suit in equity, action at law or other judicial
or administrative proceeding.

         "Purchase Agreement" means the Purchase Agreement Master Securitization
Terms Number 1000, dated as of May 5, 2004, among SLMA, the Interim Eligible
Lender Trustee and the Depositor.

         "Purchase Amount" with respect to any Trust Student Loan means the
amount required to prepay in full such Trust Student Loan under the terms
thereof including all accrued interest thereon.

         "Purchased Student Loan" means a Trust Student Loan which is, as of the
close of business on the last day of a Collection Period, purchased by the
Servicer pursuant to Section 3.5 of the Servicing Agreement or repurchased by
the Depositor pursuant to Section 6 of the Sale Agreement, purchased by SLMA
pursuant to Section 6 of the Purchase Agreement or sold to another eligible
lender holding one or more Serial Loans with respect to such Trust Student Loan
pursuant to Section 3.11E of the Servicing Agreement.

         "Rating Agency" means Moody's, S&P and Fitch. If any such organization
or successor thereto is no longer in existence, "Rating Agency" with respect to
such organization shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Administrator, notice
of which designation shall be given to the Indenture Trustee, the Eligible
Lender Trustee and the Servicer.

         "Rating Agency Condition" means, with respect to any intended action,
that each Rating Agency then rating a class of Notes shall have been given 10
days' prior written notice thereof

                                  Appendix A-20

<PAGE>

and that each such Rating Agency shall have notified the Administrator, the
Servicer, the Eligible Lender Trustee and the Indenture Trustee in writing that
such proposed action will not result in and of itself in the reduction or
withdrawal of its then current rating of any class of Notes.

         "Realized Loss" means the excess of the principal balance, including
any interest that had been or had been expected to be capitalized, of any
Liquidated Student Loan over Liquidation Proceeds for that Liquidated Student
Loan to the extent allocable to principal, including any interest that had been
or had been expected to be capitalized.

         "Record Date" means, with respect to a Distribution Date or Redemption
Date and for each class of Notes, the close of business on the day preceding
such Distribution Date or Redemption Date.

         "Recoveries" means moneys collected from whatever source with respect
to any Liquidated Student Loan which was written off in prior Collection Periods
or during the current Collection Period, net of the sum of any amounts expended
by the Servicer for the account of any Obligor and any amounts required by law
to be remitted to any Obligor.

         "Redemption Date" means in the case of a payment to Noteholders
pursuant to Section 10.1 of the Indenture, the Distribution Date specified
pursuant to Section 10.1 of the Indenture.

         "Redemption Price" means an amount equal to the Outstanding Amount of
the Notes, plus accrued and unpaid interest thereon at the applicable Note Rates
to but excluding the Redemption Date.

         "Reference Banks" means four major banks in the London interbank
market, as selected by the Administrator.

         "Reserve Account" means the account designated as such, established and
maintained pursuant to Section 2.3(a) of the Administration Agreement.

         "Reserve Account Initial Deposit" means $6,252,920.

         "Responsible Officer" means, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee, including
any Vice President, Assistant Vice President, Assistant Treasurer, Assistant
Secretary, or any other officer of the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers,
with direct responsibility for the administration of the Indenture and the other
Basic Documents on behalf of the Indenture Trustee and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

                                  Appendix A-21

<PAGE>

         "Sale Agreement" means the Sale Agreement Master Securitization Terms
Number 1000, dated as of May 5, 2004, among the Eligible Lender Trustee on
behalf of the Trust, the Trust, the Interim Eligible Lender Trustee and the
Depositor.

         "Schedule of Trust Student Loans" means the listing of the Trust
Student Loans set forth in Schedule A to the Indenture and the Bill of Sale
(which Schedule may be in the form of microfiche).

         "Serial Loan" means an additional student loan other than a
Consolidation Loan, which is made to a borrower who is also a borrower under at
least one Trust Student Loan.

         "Servicer" means Sallie Mae, Inc., in its capacity as servicer of the
Trust Student Loans.

         "Servicer Default" means an event specified in Section 5.1 of the
Servicing Agreement.

         "Servicer Distribution Date" has the meaning specified in the Servicing
Agreement.

         "Servicer's Report" means any report of the Servicer delivered pursuant
to Section 3.1(a) of the Administration Agreement, substantially in the form
acceptable to the Administrator.

         "Servicing Agreement" means the Servicing Agreement dated as of May 5,
2004, among the Trust, the Eligible Lender Trustee, the Servicer, the
Administrator and the Indenture Trustee.

         "Servicing Fee" has the meaning specified in Attachment A to the
Servicing Agreement.

         "SLMA" means the Student Loan Marketing Association.

         "SLS Loan" means a Trust Student Loan designated as such that is made
under the Supplemental Loans for Students Program in accordance with the Higher
Education Act.

         "Special Allowance Payments" means payments, designated as such,
consisting of effective interest subsidies by the Department in respect of the
Trust Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.

         "Specified Reserve Account Balance" means, for any Distribution Date,
the greater of:

         (a)      0.25% of the Pool Balance as of the close of business on the
                  last day of the related Collection Period and

         (b)      $2,501,168;

provided that in no event will that balance exceed the Outstanding Amount of the
Notes.

         "Stafford Loan" means a Trust Student Loan designated as such that is
made under the Stafford Loan Program in accordance with the Higher Education
Act.

          "State" means any one of the 50 States of the United States of America
or the District of Columbia.

                                  Appendix A-22

<PAGE>

         "Student Loans" means education loans to students and parents of
students under the Federal Family Education Loan Program.

         "Successor Administrator" has the meaning specified in Section 3.7(e)
of the Indenture.

         "Successor Servicer" has the meaning specified in Section 3.7(e) of the
Indenture.

         "Telerate Page 3750" means the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).

          "Transfer Date" has the meaning specified in Section 5.2(a) of the
Administration Agreement.

         "Three-Month LIBOR" or "Two-Month LIBOR" means, with respect to any
Accrual Period, the London interbank offered rate for deposits in U.S. Dollars
having the Index Maturity which appears on Telerate Page 3750 as of 11:00 a.m.
London time, on the related LIBOR Determination Date. If this rate does not
appear on Telerate Page 3750, the rate for that day will be determined on the
basis of the rates at which deposits in U.S. Dollars, having the Index Maturity
and in a principal amount of not less than U.S. $1,000,000, are offered at
approximately 11:00 a.m., London time, on that LIBOR Determination Date, to
prime banks in the London interbank market by the Reference Banks. The
Administrator will request the principal London office of each Reference Bank to
provide a quotation of its rate. If the Reference Banks provide at least two
quotations, the rate for that day will be the arithmetic mean of the quotations.
If the Reference Banks provide fewer than two quotations, the rate for that day
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Administrator, at approximately 11:00 a.m., New York time, on
that LIBOR Determination Date, for loans in U.S. Dollars to leading European
banks having the Index Maturity and in a principal amount of not less than U.S.
$1,000,000. If the banks selected as described above are not providing
quotations, Three-Month LIBOR in effect for the applicable Accrual Period will
be Three-Month LIBOR in effect for the previous Accrual Period.

         "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References in any document or
instrument to specific provisions of proposed or temporary regulations shall
include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.

         "Trust" means SLM Student Loan Trust 2004-4, a Delaware statutory trust
established pursuant to the Trust Agreement.

         "Trust Account Property" means the Trust Accounts, all cash and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise), including the Reserve Account Initial Deposit, and all
earnings on and proceeds of the foregoing.

         "Trust Accounts" has the meaning specified in Section 2.3(b) of the
Administration Agreement.

                                  Appendix A-23

<PAGE>

         "Trust Agreement" means the short-form trust agreement, dated as of
April 22, 2004, between the Depositor and the Eligible Lender Trustee, as
amended and restated pursuant to an Amended and Restated Trust Agreement, dated
as of May 5, 2004 among the Depositor, the Eligible Lender Trustee and the
Indenture Trustee.

         "Trust Auction Date" has the meaning specified in Section 4.4 of the
Indenture.

         "Trust Estate" means all right, title and interest of the Trust (or the
Eligible Lender Trustee on behalf of the Trust) in and to the property and
rights sold, transferred and assigned to the Trust pursuant to the Sale
Agreement, all funds on deposit from time to time in the Trust Accounts and all
other property of the Trust from time to time, including any rights of the
Eligible Lender Trustee and the Trust pursuant to the Trust Agreement, the
Administration Agreement, the Servicing Agreement, and the Interest Rate Cap
Agreement.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as
in force on the date hereof, unless otherwise specifically provided.

         "Trust Student Loan" means any student loan that is listed on the
Schedule of Trust Student Loans on the Closing Date plus any student loan that
is permissibly substituted for a Trust Student Loan by the Depositor pursuant to
Section 6 of the Sale Agreement or by the Servicer pursuant to Section 3.5 of
the Servicing Agreement, but shall not include any Purchased Student Loan
following receipt by or on behalf of the Trust of the Purchase Amount with
respect thereto or any Liquidated Student Loan following receipt by or on behalf
of the Trust of Liquidation Proceeds with respect thereto or following such
Liquidated Student Loan having otherwise been written off by the Servicer.

         "Trust Student Loan Files" means the documents specified in Section 2.1
of the Servicing Agreement.

         "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from time
to time.

                                  Appendix A-24

<PAGE>

                                                                      SCHEDULE A

                         Schedule of Trust Student Loans

                       [See Schedule A to the Bill of Sale
                      (Attachment B to the Sale Agreement)]

                                  Schedule A-1

<PAGE>

                                                                      SCHEDULE B

                      Location of Trust Student Loan Files

                 [See Attachment B to the Servicing Agreement)]

                                  Schedule B-1

<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTES]
                          (SEE TABS 15.1 THROUGH 16.1)

                                   Exhibit A-1

<PAGE>

                                                                       EXHIBIT B

                       [Form of Note Depository Agreement
                       for U.S. Dollar Denominated Notes]

                                   Exhibit B-1