<PAGE>

                                                                     EXHIBIT 4.1

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                                SLM FUNDING LLC,
                                  as Depositor

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

                                       and

                              THE BANK OF NEW YORK,
                    not in its individual capacity but solely
                              as Indenture Trustee

                          Dated as of November 25, 2003

<PAGE>

                                TABLE OF CONTENTS

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                                                  ARTICLE I

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

                                                 ARTICLE II

                                                 ORGANIZATION

Section 2.1         Creation of Trust; Name.......................................................................    1
Section 2.2         Office........................................................................................    1
Section 2.3         Purposes and Powers...........................................................................    1
Section 2.4         Appointment of Eligible Lender Trustee........................................................    2
Section 2.5         Initial Capital Contribution of Trust Estate..................................................    2
Section 2.6         Declaration of Trust..........................................................................    2
Section 2.7         Liability of the Holder of the Excess Distribution Certificate................................    3
Section 2.8         Title to Trust Property.......................................................................    3
Section 2.9         Representations, Warranties and Covenants of the Depositor....................................    3
Section 2.10        Intentionally Omitted.........................................................................    4
Section 2.11        Authorization of the Depositor................................................................    4

                                                ARTICLE III

                                          BENEFICIAL OWNERSHIP AND
                                        EXCESS DISTRIBUTION CERTIFICATE

Section 3.1         Initial Beneficial Ownership..................................................................    4
Section 3.2         Intentionally Omitted.........................................................................    4
Section 3.3         Intentionally Omitted.........................................................................    4
Section 3.4         Intentionally Omitted.........................................................................    4
Section 3.5         Intentionally Omitted.........................................................................    4
Section 3.6         Intentionally Omitted.........................................................................    4
Section 3.7         Intentionally Omitted.........................................................................    4
Section 3.8         Corporate Trust Office........................................................................    4
Section 3.9         Intentionally Omitted.........................................................................    4
Section 3.10        Intentionally Omitted.........................................................................    4
Section 3.11        Intentionally Omitted.........................................................................    5
Section 3.12        Intentionally Omitted.........................................................................    5
Section 3.13        The Excess Distribution Certificate...........................................................    5
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                                      -i-

<PAGE>

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                                                 ARTICLE IV

                                     ACTIONS BY ELIGIBLE LENDER TRUSTEE

Section 4.1         Prior Notice to the Holder of the Excess Distribution Certificate With Respect to Certain Matters......  10
Section 4.2         Action with Respect to Sale of the Trust Student Loans.................................................  10
Section 4.3         Action with Respect to Bankruptcy......................................................................  11
Section 4.4         Restrictions...........................................................................................  11
Section 4.5         Intentionally Omitted..................................................................................  11

                                                  ARTICLE V

                                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.1         Application of Trust Funds.............................................................................  11
Section 5.2         Method of Payment......................................................................................  11
Section 5.3         No Segregation of Moneys; No Interest..................................................................  11
Section 5.4         Reports to the Holder of the Excess Distribution Certificate, the Internal Revenue Service and Others..  12
Section 5.5         Intentionally Omitted..................................................................................  12
Section 5.6         Intentionally Omitted..................................................................................  12

                                                 ARTICLE VI

                                AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE

Section 6.1         General Authority......................................................................................  12
Section 6.2         General Duties.........................................................................................  12
Section 6.3         Action upon Instruction................................................................................  13
Section 6.4         No Duties Except as Specified in this Agreement or in Instructions.....................................  14
Section 6.5         No Action Except under Specified Documents or Instructions.............................................  14
Section 6.6         Restrictions...........................................................................................  14

                                                ARTICLE VII

                                    CONCERNING THE ELIGIBLE LENDER TRUSTEE

Section 7.1         Acceptance of Trusts and Duties........................................................................  14
Section 7.2         Intentionally Omitted..................................................................................  16
Section 7.3         Representations and Warranties.........................................................................  16
Section 7.4         Reliance; Advice of Counsel............................................................................  16
Section 7.5         Not Acting in Individual Capacity......................................................................  17
Section 7.6         Eligible Lender Trustee Not Liable for Excess Distribution Certificate or Trust Student Loans..........  17
Section 7.7         Eligible Lender Trustee May Own Notes..................................................................  18
</TABLE>

                                      -ii-

<PAGE>

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                                               ARTICLE VIII

                          COMPENSATION AND INDEMNITY OF ELIGIBLE LENDER TRUSTEE

Section 8.1         Eligible Lender Trustee's Fees and Expenses............................................................  18
Section 8.2         Payments to the Eligible Lender Trustee................................................................  18
Section 8.3         Indemnity..............................................................................................  18

                                                 ARTICLE IX

                                      TERMINATION OF TRUST AGREEMENT

Section 9.1         Termination of Trust Agreement.........................................................................  18

                                                  ARTICLE X

                                 SUCCESSOR ELIGIBLE LENDER TRUSTEES AND
                                   ADDITIONAL ELIGIBLE LENDER TRUSTEES

Section 10.1        Eligibility Requirements for Eligible Lender Trustee...................................................  19
Section 10.2        Resignation or Removal of Eligible Lender Trustee......................................................  19
Section 10.3        Successor Eligible Lender Trustee......................................................................  20
Section 10.4        Merger or Consolidation of Eligible Lender Trustee.....................................................  21
Section 10.5        Appointment of Co-Eligible Lender Trustee or Separate Eligible Lender Trustee..........................  21

                                                 ARTICLE XI

                                                MISCELLANEOUS

Section 11.1        Supplements and Amendments.............................................................................  22
Section 11.2        No Legal Title to Trust Estate in Holder of the Excess Distribution Certificate........................  23
Section 11.3        Limitations on Rights of Others........................................................................  23
Section 11.4        Notices................................................................................................  23
Section 11.5        Severability...........................................................................................  24
Section 11.6        Separate Counterparts..................................................................................  24
Section 11.7        Successors and Assigns.................................................................................  24
Section 11.8        No Petition............................................................................................  24
Section 11.9        No Recourse............................................................................................  25
Section 11.10       Headings...............................................................................................  25
Section 11.11       Governing Law..........................................................................................  25
</TABLE>

Exhibit A         Form of Excess Distribution Certificate
Exhibit B         Form of Certificate of Trust

                                     -iii-

<PAGE>

Exhibit C         Form of Transferor Letter
Exhibit D-1       Form of Transferee Letter (Non-Rule 144A)
Exhibit D-2       Form of Transferee Letter (Rule 144A)

Appendix A to Trust Agreement

                                      -iv-

<PAGE>

                  AMENDED AND RESTATED TRUST AGREEMENT dated as of November 25,
2003, among SLM FUNDING LLC, a Delaware limited liability company, as the
Depositor, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking
association, not in its individual capacity but solely as the Eligible Lender
Trustee, and THE BANK OF NEW YORK, a New York banking corporation, not in its
individual capacity but solely as the Indenture Trustee, acting as the Excess
Distribution Certificate Paying Agent hereunder.

                              W I T N E S S E T H:

                  The Depositor and the Eligible Lender Trustee are parties to
the trust agreement dated as of November 4, 2003 (the "Short-Form Trust
Agreement") pursuant to which a trust known as "SLM Student Loan Trust 2003-12"
was established;

                  The Depositor, the Indenture Trustee and the Eligible Lender
Trustee desire to amend and restate the Short-Form Trust Agreement upon the
terms and conditions set forth herein as follows:

                                   ARTICLE I

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

                                   ARTICLE II

                                  ORGANIZATION

                  Section 2.1 Creation of Trust; Name. There is hereby created a
Trust which shall be known as "SLM Student Loan Trust 2003-12", in which name
the Eligible Lender Trustee may conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued. The Trust shall constitute a statutory trust within the meaning of Section
3801(a) of the Delaware Statutory Trust Act for which the Eligible Lender
Trustee has filed a certificate of trust with the Secretary of State of the
State of Delaware pursuant to Section 3810(a) of the Delaware Statutory Trust
Act.

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

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

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

<PAGE>

                  (ii)     with the proceeds of the sale of the Notes, to fund
         the Reserve Account pursuant to Section 2.9 of the Administration
         Agreement, to fund the Capitalized Interest Account pursuant to Section
         2.10(a) of the Administration Agreement, to purchase the Trust Student
         Loans pursuant to the Sale Agreement, to make the upfront payment
         pursuant to the Interest Rate Cap Agreement and to pay the upfront fee
         pursuant the Remarketing Agreement;

                  (iii)    to Grant the Trust Estate to the Indenture Trustee
         pursuant to the Indenture, and to hold, manage and distribute to the
         holder of the Excess Distribution Certificate pursuant to the terms of
         this Agreement any portion of the Trust Estate released from the Lien
         of, and remitted to the Trust pursuant to, the Indenture;

                  (iv)     to enter into and perform its obligations under the
         Basic Documents (including any agreements representing Eligible
         Repurchase Obligations) to which it is to be a party, including, but
         not limited to, making the required payments set forth under the Swap
         Agreements;

                  (v)      to engage in those activities, including entering
         into agreements, that are necessary, suitable or convenient to
         accomplish the foregoing or are incidental thereto or connected
         therewith; and

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

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

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

                  Section 2.5 Initial Capital Contribution of Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the
Eligible Lender Trustee, as of the date hereof, the sum of $100.00. The Eligible
Lender Trustee hereby acknowledges receipt in trust from the Depositor, as of
the date hereof, of the foregoing contribution, which shall constitute the
Initial Trust Estate and shall be deposited in the Collection Account. The
Depositor shall pay the organizational expenses of the Trust as they may arise
or shall, upon the request of the Eligible Lender Trustee, promptly reimburse
the Eligible Lender Trustee for any such expenses paid by the Eligible Lender
Trustee.

                  Section 2.6 Declaration of Trust. The Eligible Lender Trustee
hereby declares that it will hold the Trust Estate in trust upon and subject to
the conditions set forth herein for the use and benefit of the holder of the
Excess Distribution Certificate, subject to the obligations of the Trust under
the other Basic Documents. It is the intention of the parties hereto that the
Trust constitute a statutory trust under Delaware law and that this Agreement
constitute the governing

                                      -2-

<PAGE>

instrument of such trust. Effective as of the date hereof, the Eligible Lender
Trustee shall have all rights, powers and duties set forth herein with respect
to accomplishing the purposes of the Trust.

                  Section 2.7 Liability of the Holder of the Excess Distribution
Certificate. No holder of the Excess Distribution Certificate (in such capacity)
shall have any personal liability for any liability or obligation of the Trust.

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

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

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

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

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

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

                                      -3-

<PAGE>

                  (e)      The Depositor agrees for the benefit of the
Noteholders and the holder of the Excess Distribution Certificate that it will
comply with each of the requirements set forth in the Certificate of Formation
and its operating agreement.

                  Section 2.10 Intentionally Omitted.

                  Section 2.11 Authorization of the Depositor. The Depositor is
authorized and directed to execute on behalf of the Issuer, and, after
execution, to deliver to the Administrator for filing with the Commission, all
documents and forms required to be filed in accordance with applicable law or
the rules and regulations prescribed by the Commission.

                                  ARTICLE III

                            BENEFICIAL OWNERSHIP AND
                         EXCESS DISTRIBUTION CERTIFICATE

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

                  Section 3.2 Intentionally Omitted.

                  Section 3.3 Intentionally Omitted.

                  Section 3.4 Intentionally Omitted.

                  Section 3.5 Intentionally Omitted.

                  Section 3.6 Intentionally Omitted.

                  Section 3.7 Intentionally Omitted.

                  Section 3.8 Corporate Trust Office. The Eligible Lender
Trustee initially designates Christiana Center/OPS4, 500 Stanton Christiana
Road, Newark, Delaware 19713, as its principal Corporate Trust Office, at which
it shall act as Trustee of the Trust. The Excess Distribution Certificate
Registrar's New York office and its authenticating agent's office are located
at:

                           The Bank of New York
                           101 Barclay Street, 8 West
                           New York, New York 10286
                           Attn: Corporate Trust - Structured Finance
                           telephone: (212) 815-3247
                           facsimile: (212) 815-3883

                  Section 3.9 Intentionally Omitted.

                  Section 3.10 Intentionally Omitted.

                                      -4-

<PAGE>

                  Section 3.11 Intentionally Omitted.

                  Section 3.12 Intentionally Omitted.

                  Section 3.13 The Excess Distribution Certificate.

                  (a)      General. The Excess Distribution Certificate shall be
issued in one or more registered, definitive physical certificates substantially
in the form of Exhibit A hereto, in minimum percentage interests of at least 10%
and integral multiples of 10% in excess thereof. The Excess Distribution
Certificate shall receive payments as provided in Sections 2.8(p), 2.9(f) and
2.10(a)(ii), as applicable, of the Administration Agreement. The Excess
Distribution Certificate shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Eligible Lender Trustee. An
Excess Distribution Certificate bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Trust, shall be valid and binding obligations of the
Trust, notwithstanding that such individuals or any of them shall have ceased to
be so authorized prior to the authentication and delivery of such Excess
Distribution Certificate or did not hold such offices at the date of
authentication and delivery of such Excess Distribution Certificate.

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

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

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

                                      -5-

<PAGE>

authenticating agent. At the option of the holder of the Excess Distribution
Certificate, the Excess Distribution Certificate may be exchanged for another
Excess Distribution Certificate upon surrender of the Excess Distribution
Certificate to be exchanged at the office or agency maintained pursuant to
paragraph (f) below.

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

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

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

                  The Excess Distribution Certificate and any beneficial
interest in the Excess Distribution Certificate may not be acquired by (a)
employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to
the provisions of Title I of ERISA, (b) plans described in Section 4975(e)(1) of
the Code, including individual retirement accounts described in Section 408(a)
of the Code or Keogh plans, or (c) Benefit Plans. By accepting and holding the
Excess Distribution Certificate or an interest therein, the holder thereof shall
be deemed to have represented and warranted that it is not a Benefit Plan, is
not purchasing the Excess Distribution Certificate on behalf of a Benefit Plan
and is not using assets of a Plan to purchase the Excess Distribution
Certificate and to have agreed that if the Excess Distribution Certificate is
deemed to be a plan asset, the holder thereof will promptly dispose of the
Excess Distribution Certificate.

                  (d)      Mutilated, Destroyed, Lost or Stolen Excess
Distribution Certificate. If (1) the mutilated Excess Distribution Certificate
shall be surrendered to the Excess Distribution Certificate Registrar, or if the
Excess Distribution Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of the Excess Distribution
Certificate, and (2) there shall be delivered to the Excess Distribution
Certificate Registrar and the Eligible Lender Trustee such security or indemnity
as may be required by them to save each of them and the Trust harmless, then in
the absence of notice that such Excess Distribution Certificate shall have been
acquired by a bona fide purchaser, the Eligible Lender Trustee, on behalf of the
Trust, shall execute and the Eligible Lender Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Excess Distribution Certificate, a new Excess

                                      -6-

<PAGE>

Distribution Certificate of like tenor. In connection with the issuance of any
new Excess Distribution Certificate under this Section, the Eligible Lender
Trustee and the Excess Distribution Certificate Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Excess Distribution
Certificate issued pursuant to this paragraph shall constitute conclusive
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Excess Distribution Certificate shall be found at any
time.

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

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

                  (g)      Appointment of Excess Distribution Certificate Paying
Agent. The Excess Distribution Certificate Paying Agent shall make distributions
to the holder of the Excess Distribution Certificate from the amounts received
from the Indenture Trustee pursuant to Sections 2.8(p), 2.9(f) and 2.10(a)(ii)
of the Administration Agreement and shall report the amounts of such
distributions to the Indenture Trustee (if the Excess Distribution Certificate
Paying Agent is not the Indenture Trustee). Any Excess Distribution Certificate
Paying Agent shall have the revocable power to receive such funds from the
Indenture Trustee for the purpose of making the distributions referred to above.
The Eligible Lender Trustee may revoke such power and remove the Excess
Distribution Certificate Paying Agent if the Eligible Lender Trustee determines
in its sole discretion that the Excess Distribution Certificate Paying Agent
shall have failed to perform its obligations under this Agreement in any
material respect. The Excess Distribution Certificate Paying Agent shall
initially be the Indenture Trustee, and any co-paying agent chosen by the
Eligible Lender Trustee and consented to by the Administrator (which consent
shall not be unreasonably withheld). The Indenture Trustee shall be permitted to
resign as Excess Distribution Certificate Paying Agent upon 30 days' written
notice to the Eligible Lender Trustee. In the event that the Eligible Lender
Trustee shall no longer be the Excess Distribution Certificate Paying Agent, the
Eligible Lender Trustee shall appoint a successor to act as Excess Distribution
Certificate Paying Agent (which shall be a bank or trust company). The Eligible
Lender Trustee shall cause such successor Excess Distribution Certificate Paying
Agent or any additional Excess Distribution Certificate Paying Agent appointed
by the Eligible Lender Trustee to execute and deliver to the Eligible Lender
Trustee an instrument in which such successor Excess Distribution Certificate

                                      -7-

<PAGE>

Paying Agent or additional Excess Distribution Certificate Paying Agent shall
agree with the Eligible Lender Trustee that as Excess Distribution Certificate
Paying Agent, such successor Excess Distribution Certificate Paying Agent or
additional Excess Distribution Certificate Paying Agent will hold all sums, if
any, held by it for payment to the holder of the Excess Distribution Certificate
in trust for the benefit of such holder until such sums shall be paid to such
holder. The Excess Distribution Certificate Paying Agent shall return all
unclaimed funds to the Eligible Lender Trustee and upon removal of an Excess
Distribution Certificate Paying Agent such Excess Distribution Certificate
Paying Agent shall also return all funds in its possession to the Eligible
Lender Trustee. The provisions of Articles VII and VIII of the Indenture shall
apply to the Indenture Trustee also in its role as Excess Distribution
Certificate Paying Agent, for so long as the Indenture Trustee shall act as
Excess Distribution Certificate Paying Agent and, to the extent applicable, to
any other paying agent appointed hereunder. Any reference in this Agreement to
the Excess Distribution Certificate Paying Agent shall include any co-paying
agent unless the context requires otherwise.

                  (h)      Restrictions on Transfer of the Excess Distribution
Certificate. (i) The Excess Distribution Certificate may be transferred to any
Affiliate of the Depositor, without any requirement to provide any officer's
certificates or legal opinions that would otherwise be required if such proposed
transfer was being made to a Person who is not an Affiliate of the Depositor.

                  (ii)     Except as provided above, the Excess Distribution
Certificate shall not be sold, pledged, transferred or assigned except as
provided below:

                           (A)      The Excess Distribution Certificate has not
                  been registered or qualified under the Securities Act of 1933,
                  as amended (the "Securities Act") or any state securities law.
                  No transfer, sale, pledge or other disposition of the Excess
                  Distribution Certificate or any interest therein shall be made
                  unless such transfer is made pursuant to an effective
                  registration statement under the Securities Act and effective
                  registration or qualification under applicable state
                  securities laws, or is made in a transaction which does not
                  require such registration or qualification. In the event that
                  a transfer is to be made without registration or
                  qualification, the Eligible Lender Trustee shall require, in
                  order to assure compliance with such laws, that the
                  prospective transferor and transferee each certify to the
                  Eligible Lender Trustee, the Excess Distribution Certificate
                  Registrar, the Administrator, and, if it is not the proposed
                  transferor, the Depositor, in writing, the facts surrounding
                  the transfer. Such certifications shall be substantially in
                  the forms of Exhibit C hereto and Exhibit D-1 or D-2 hereto,
                  as applicable. In the event that such a transfer is to be made
                  within two years from the date of the initial issuance of the
                  Excess Distribution Certificate pursuant hereto (other than a
                  transfer as to which the proposed transferee has provided a
                  certificate in the form of Exhibit D-2), the Eligible Lender
                  Trustee in its sole discretion, may require that there shall
                  also be delivered to the Eligible Lender Trustee, the Excess
                  Distribution Certificate Registrar, the Administrator, or, if
                  it is not the proposed transferor, the Depositor, at the
                  expense of the transferor, an opinion of counsel that such
                  transfer may be made pursuant to an exemption from the
                  Securities Act and such state securities laws. Any such
                  opinion of counsel shall not be an expense of the Eligible
                  Lender Trustee, the Excess Distribution Certificate Registrar,
                  the Administrator, and, if it is not the proposed transferor,

                                      -8-

<PAGE>

                  the Depositor. None of the Depositor, the Administrator or the
                  Eligible Lender Trustee is obligated to register or qualify
                  the Excess Distribution Certificate under the Securities Act
                  or any other securities law or to take any action not
                  otherwise required under this Agreement to permit the transfer
                  of the Excess Distribution Certificate without registration or
                  qualification. Any such holder of the Excess Distribution
                  Certificate desiring to effect such transfer shall, and does
                  hereby agree to, indemnify the Eligible Lender Trustee, the
                  Excess Distribution Certificate Registrar, the Administrator,
                  and, if it is not the proposed transferor, the Depositor,
                  against any liability that may result if the transfer is not
                  so exempt or is made in accordance with such applicable
                  federal and state laws.

                           (B)      No transfer of the Excess Distribution
                  Certificate will be registered by the Eligible Lender Trustee
                  or the Excess Distribution Certificate Registrar unless the
                  Eligible Lender Trustee, the Excess Distribution Certificate
                  Registrar, the Administrator, and, if it is not the proposed
                  transferor, the Depositor receives a representation from the
                  proposed transferee of the Excess Distribution Certificate,
                  substantially in the form of Exhibit D-1 or D-2, as the case
                  may be, that such transferee is not acquiring the Excess
                  Distribution Certificate directly or indirectly for, on behalf
                  of or with the assets of a Plan. If any proposed transferee
                  shall become a holder of the Excess Distribution Certificate
                  in violation of these provisions, then the last preceding
                  permitted transferee shall be restored, to the extent
                  permitted by law, to all rights as holder of the Excess
                  Distribution Certificate, retroactive to the date of
                  registration of such transfer of the Excess Distribution
                  Certificate. Neither the Eligible Lender Trustee nor the
                  Excess Distribution Certificate Registrar shall have any
                  liability to any person for any registration or transfer of
                  the Excess Distribution Certificate that is not permitted or
                  for making any payments due on the Excess Distribution
                  Certificate to the holder thereof or for taking any action
                  with respect to such holder under this Agreement. Any proposed
                  transferee who becomes a holder of the Excess Distribution
                  Certificate shall agree to indemnify the Eligible Lender
                  Trustee, the Excess Distribution Certificate Registrar, any
                  Swap Counterparty, the Administrator, and, if it is not the
                  proposed transferor, the Depositor, against any loss, damage
                  or penalty incurred as a result of the transfer of the Excess
                  Distribution Certificate to such proposed transferee in
                  violation of such restrictions.

                           (C)      The prospective transferee shall be aware
                  that the Excess Distribution Certificate shall bear legends
                  referring to the restrictions contained in sub-clauses (A) and
                  (B) above and by its acceptance of the Excess Distribution
                  Certificate agrees to abide by such restrictions.

                           (D)      The prospective transferee shall deliver an
                  opinion of counsel addressed to the Eligible Lender Trustee,
                  any Swap Counterparty, the Administrator, and, if it is not
                  the proposed transferor, the Depositor, to the effect that,
                  (1) as a matter of federal income tax law, such prospective
                  transferee is permitted to accept the transfer of the Excess
                  Distribution Certificate, (2) such transfer or pledge would
                  not jeopardize the tax treatment of the Trust, (3) such

                                      -9-

<PAGE>

                  transfer or pledge would not subject the Trust to any
                  entity-level tax, (4) such transfer or pledge would not
                  jeopardize the status of the Notes as debt for all purposes,
                  and (5) such pledge or transfer would not cause the Trust to
                  be treated, for federal income tax purposes, as an association
                  or a publicly traded partnership taxable as a corporation.

                           (E)      No pledge or transfer of the Excess
                  Distribution Certificate shall be effective unless such
                  purchase or transfer is to a single benefic

                  (iii)    Any holder of the Excess Distribution Certificate, as
         evidenced by its agreement to accept the rights conferred under the
         Excess Distribution Certificate, is hereby deemed to accept all
         obligations of the Depositor under this Agreement.

                                   ARTICLE IV

                       ACTIONS BY ELIGIBLE LENDER TRUSTEE

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

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

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

                  (c)      the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any class of Noteholder is not
required and such amendment materially adversely affects the interests of the
holder of the Excess Distribution Certificate; or

                  (d)      the amendment of the Interest Rate Cap Agreement or
any Swap Agreement in circumstances where the consent of any class of
Noteholders is required or in circumstances where the consent of Noteholders is
not required but where such amendment materially adversely affects the interests
of the holder of the Excess Distribution Certificate.

                  Section 4.2 Action with Respect to Sale of the Trust Student
Loans. The Eligible Lender Trustee shall not have the power, except upon the
written direction of the holder

                                      -10-

<PAGE>

of the Excess Distribution Certificate and except as expressly provided in the
Basic Documents, to sell the Trust Student Loans after the payment in full of
the Notes.

                  Section 4.3 Action with Respect to Bankruptcy. The Eligible
Lender Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the prior approval of the holder of the
Excess Distribution Certificate and the delivery to the Eligible Lender Trustee
by the holder of the Excess Distribution Certificate of a certificate certifying
that the holder of the Excess Distribution Certificate reasonably believes that
the Trust is insolvent.

                  Section 4.4 Restrictions. Neither the Depositor nor the holder
of the Excess Distribution Certificate shall direct the Eligible Lender Trustee
to take or refrain from taking any action if such action or inaction would be
contrary to any obligation of the Trust or the Eligible Lender Trustee under
this Agreement or any of the other Basic Documents or would be contrary to
Section 2.3 nor shall the Eligible Lender Trustee be permitted to follow any
such direction, if given.

                  Section 4.5 Intentionally Omitted.

                                   ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

                  Section 5.1 Application of Trust Funds. (a) On each
Distribution Date, the Eligible Lender Trustee shall distribute to the holder of
the Excess Distribution Certificate any amounts payable in respect of the Excess
Distribution Certificate in accordance with the Administration Agreement.

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

                  Section 5.2 Method of Payment. Subject to Section 9.1(c),
distributions required to be made to the holder of the Excess Distribution
Certificate on any Distribution Date shall be made to the holder of record on
the preceding Record Date either by wire transfer, in immediately available
funds, to the account of such holder at a bank or other entity having
appropriate facilities therefor, if such holder shall have provided to the
Excess Distribution Certificate Registrar appropriate written instructions
signed by two authorized officers, if any, at least five Business Days prior to
such Distribution Date, or, if not, by check mailed to such holder at the
address of such holder appearing in the Excess Distribution Certificate
Register.

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

                                      -11-

<PAGE>

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

                  Section 5.5 Intentionally Omitted.

                  Section 5.6 Intentionally Omitted.

                                   ARTICLE VI

                 AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE

                  Section 6.1 General Authority. The Eligible Lender Trustee is
authorized and directed to execute and deliver the Basic Documents to which the
Trust is to be a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is to be a
party, in each case, in such form as the Depositor shall approve as evidenced
conclusively by the Eligible Lender Trustee's execution thereof, and, on behalf
of the Trust, to direct the Indenture Trustee to authenticate and deliver Notes
in the aggregate principal amount of $1,861,943,000 with respect to Notes
denominated in U.S. Dollars and (pound)396,500,000 with respect to Notes
denominated in Pounds Sterling. The Eligible Lender Trustee is also authorized
and directed on behalf of the Trust (i) to acquire and hold legal title to the
Trust Student Loans from the Depositor and (ii) to take all actions required
pursuant to Section 3.2(c) of the Administration Agreement and otherwise follow
the direction of and cooperate with the Servicer in submitting, pursuing and
collecting any claims to and with the Department with respect to any Interest
Subsidy Payments and Special Allowance Payments relating to the Trust Student
Loans.

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

                  Section 6.2 General Duties. It shall be the duty of the
Eligible Lender Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement, and the other Basic
Documents to which the Trust is a party and to administer the Trust in the
interest of the Noteholders, any Swap Counterparties and the holder of the
Excess Distribution Certificate subject to and in accordance with the provisions
of this Agreement and

                                      -12-

<PAGE>

the other Basic Documents. Without limiting the foregoing, the Eligible Lender
Trustee shall on behalf of the Trust file and prove any claim or claims that may
exist on behalf of the Trust against the Depositor in connection with any claims
paying procedure as part of an insolvency or a receivership proceeding involving
the Depositor. Notwithstanding the foregoing, the Eligible Lender Trustee shall
be deemed to have discharged its duties and responsibilities hereunder and under
the other Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform and act or to discharge any duty of the
Eligible Lender Trustee hereunder or under any other Basic Document, and the
Eligible Lender Trustee shall not be held liable for the default or failure of
the Administrator to carry out its obligations under the Administration
Agreement. Except as expressly provided in the Basic Documents, the Eligible
Lender Trustee shall have no obligation to administer, service or collect the
Trust Student Loans or to maintain, monitor or otherwise supervise the
administration, servicing or collection of the Trust Student Loans.

                  Section 6.3 Action upon Instruction.

                  (a)      [Reserved].

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

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

                  (d)      In the event that the Eligible Lender Trustee is
unsure as to the application of any provision of this Agreement, any other Basic
Document or any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other applicable provision, or in the event
that this Agreement permits any determination by the Eligible Lender Trustee or
is silent or is incomplete as to the course of action that the Eligible Lender
Trustee is required to take with respect to a particular set of facts, the
Eligible Lender Trustee may give notice (in such form as shall be appropriate
under the circumstances) to the holder of the Excess Distribution Certificate
requesting instruction and, to the extent that the Eligible Lender Trustee

                                      -13-

<PAGE>

acts or refrains from acting in good faith in accordance with any such
instruction received, the Eligible Lender Trustee shall not be liable, on
account of such action or inaction, to any Person. If the Eligible Lender
Trustee shall not have received appropriate instruction within 10 days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be
under no duty to, take or refrain from taking such action, not inconsistent with
this Agreement or the other Basic Documents, as it shall deem to be in the best
interest of the holder of the Excess Distribution Certificate, and shall have no
liability to any Person for such action or inaction.

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

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

                  Section 6.6 Restrictions. The Eligible Lender Trustee shall
not take any action (a) that is inconsistent with the purposes of the Trust set
forth in Section 2.3 or (b) that, to the actual knowledge of the Eligible Lender
Trustee, would result in the Trust's becoming taxable as a corporation for
Federal income tax purposes. Neither the Depositor nor the holder of the Excess
Distribution Certificate shall direct the Eligible Lender Trustee to take action
that would violate the provisions of this Section.

                                  ARTICLE VII

                     CONCERNING THE ELIGIBLE LENDER TRUSTEE

                  Section 7.1 Acceptance of Trusts and Duties. The Eligible
Lender Trustee accepts the trusts hereby created and agrees to perform its
duties hereunder with respect to such

                                      -14-

<PAGE>

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

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

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

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

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

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

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

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

                                      -15-

<PAGE>

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

                  Section 7.2 Intentionally Omitted.

                  Section 7.3 Representations and Warranties. The Eligible
Lender Trustee hereby represents and warrants to the Depositor, for the benefit
of the Noteholders and the holder of the Excess Distribution Certificate, that:

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

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

                  (c)      Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the terms or provisions hereof will contravene
any Federal or Delaware state law, governmental rule or regulation governing the
banking or trust powers of the Eligible Lender Trustee or any judgment or order
binding on it, or constitute any default under its charter documents or by-laws
or any indenture, mortgage, contract, agreement or instrument to which it is a
party or by which any of its properties may be bound.

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

                  Section 7.4 Reliance; Advice of Counsel. (a) The Eligible
Lender Trustee shall incur no liability to anyone in acting upon any signature,
instrument, direction, notice, resolution, request, consent, order, certificate,
report, opinion, bond or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. The Eligible
Lender Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination
of which is not specifically prescribed herein, the Eligible

                                      -16-

<PAGE>

Lender Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer or other authorized officers
of the relevant party, as to such fact or matter and such certificate shall
constitute full protection to the Eligible Lender Trustee for any action taken
or omitted to be taken by it in good faith in reliance thereon.

                  (b)      In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the other Basic Documents, the Eligible Lender Trustee (i) may act
directly or through its agents or attorneys pursuant to agreements entered into
with any of them and the Eligible Lender Trustee shall not be liable for the
conduct or misconduct of such agents or attorneys if such agents or attorneys
shall have been selected by the Eligible Lender Trustee with reasonable care,
and (ii) may consult with counsel and accountants to be selected with reasonable
care and employed by it. The Eligible Lender Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
written opinion or advice of any such counsel or accountants and not contrary to
this Agreement or any other Basic Document.

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

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

                                      -17-

<PAGE>

representation or any action or inaction of the Administrator, the Indenture
Trustee or the Servicer or any subservicer taken in the name of the Eligible
Lender Trustee.

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

                                  ARTICLE VIII

              COMPENSATION AND INDEMNITY OF ELIGIBLE LENDER TRUSTEE

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

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

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

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

                  Section 9.1 Termination of Trust Agreement. (a) This Agreement
(other than Article VIII) and the Trust shall terminate and be of no further
force or effect upon the final distribution by the Excess Distribution
Certificate Paying Agent of all moneys or other property or proceeds of the
Trust Estate in accordance with the terms of the Indenture, the Administration
Agreement and Article V. The bankruptcy, liquidation, dissolution, death or
incapacity of the holder of the Excess Distribution Certificate shall not (x)
operate to terminate this Agreement or the Trust, nor (y) entitle such holder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate nor (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.

                                      -18-

<PAGE>

                  (b)      Except as provided in Section 9.1(a), none of the
Depositor, any Noteholder or the holder of the Excess Distribution Certificate
shall be entitled to revoke or terminate the Trust.

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

                                   ARTICLE X

                     SUCCESSOR ELIGIBLE LENDER TRUSTEES AND
                       ADDITIONAL ELIGIBLE LENDER TRUSTEES

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

                  Section 10.2 Resignation or Removal of Eligible Lender
Trustee. The Eligible Lender Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice thereof to the
Administrator. Upon receiving such notice of resignation, the Administrator
shall promptly appoint a successor Eligible Lender Trustee meeting the
eligibility requirements of Section 10.1 by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Eligible Lender
Trustee and one copy to the successor Eligible Lender Trustee. If no successor
Eligible Lender Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Eligible Lender Trustee may petition any court of competent
jurisdiction for the appointment of a

                                      -19-

<PAGE>

successor Eligible Lender Trustee; provided, however, that such right to appoint
or to petition for the appointment of any such successor shall in no event
relieve the resigning Eligible Lender Trustee from any obligations otherwise
imposed on it under the Basic Documents until such successor has in fact assumed
such appointment.

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

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

                  Section 10.3 Successor Eligible Lender Trustee. Any successor
Eligible Lender Trustee appointed pursuant to Section 10.2 shall execute,
acknowledge and deliver to the Administrator and to its predecessor Eligible
Lender Trustee an instrument accepting such appointment under this Agreement,
and thereupon the resignation or removal of the predecessor Eligible Lender
Trustee shall become effective and such successor Eligible Lender Trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor under this
Agreement, with like effect as if originally named as Eligible Lender Trustee.
The predecessor Eligible Lender Trustee shall upon payment of its fees and
expenses deliver to the successor Eligible Lender Trustee all documents,
statements, moneys and properties held by it under this Agreement and shall
assign, if permissible, to the successor Eligible Lender Trustee the lender
identification number obtained from the Department on behalf of the Trust; and
the Administrator and the predecessor Eligible Lender Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Eligible Lender
Trustee all such rights, powers, duties and obligations.

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

                  Upon acceptance of appointment by a successor Eligible Lender
Trustee pursuant to this Section, the Administrator shall mail notice of the
successor of such Eligible Lender Trustee to the holder of the Excess
Distribution Certificate, the Indenture Trustee, the

                                      -20-

<PAGE>

Noteholders and the Rating Agencies. If the Administrator shall fail to mail
such notice within 10 days after acceptance of appointment by the successor
Eligible Lender Trustee, the successor Eligible Lender Trustee shall cause such
notice to be mailed at the expense of the Administrator.

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

                  Section 10.5 Appointment of Co-Eligible Lender Trustee or
Separate Eligible Lender Trustee. Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust may at the time be located, the
Administrator and the Eligible Lender Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Eligible Lender Trustee, meeting the eligibility
requirements of clauses (i) through (iii) of Section 10.1, to act as co-trustee,
jointly with the Eligible Lender Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Estate, and to vest in such Person, in
such capacity, such title to the Trust Estate, or any part thereof, and, subject
to the other provisions of this Section, such powers, duties, obligations,
rights and trusts as the Administrator and the Eligible Lender Trustee may
consider necessary or desirable. If the Administrator shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
the Eligible Lender Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to clauses (iv), (v)
and (vi) of Section 10.1 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.3.

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

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

                                      -21-

<PAGE>

         performed singly by such separate trustee or co-trustee, solely at the
         direction of the Eligible Lender Trustee;

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

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

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

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

                                   ARTICLE XI

                                  MISCELLANEOUS

                  Section 11.1 Supplements and Amendments. This Agreement may be
amended by the holder of the Excess Distribution Certificate and the Eligible
Lender Trustee, with prior written notice to the Rating Agencies, without the
consent of any of the Noteholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or modifying in any manner the rights of the Noteholders;
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.

                  This Agreement may also be amended from time to time by the
holder of the Excess Distribution Certificate and the Eligible Lender Trustee,
with prior written notice to the Rating Agencies, with the consent of (i) the
Class A Noteholders evidencing not less than a majority of the Outstanding
Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less
than a majority of the Class B Notes, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement

                                      -22-

<PAGE>

or modifying in any manner the rights of the Class A Noteholders or Class B
Noteholders, as the case may be; provided, however, that no such amendment shall
(a) increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Trust Student Loans or distributions that
shall be required to be made for the benefit of the Noteholders or (b) reduce
the aforesaid percentage of the Outstanding Amount of any class of Notes
required to consent to any such amendment, without the consent of all the
outstanding Noteholders of such class.

                  Promptly after the execution of any such amendment or consent,
the Eligible Lender Trustee shall furnish written notification of the substance
of such amendment or consent to the holder of the Excess Distribution
Certificate, the Indenture Trustee and each of the Rating Agencies.

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

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

                  Section 11.2 No Legal Title to Trust Estate in Holder of the
Excess Distribution Certificate. The holder of the Excess Distribution
Certificate shall not have legal title to any part of the Trust Estate. The
holder of the Excess Distribution Certificate shall be entitled to receive
distributions with respect to its undivided beneficial ownership interest
therein only in accordance with Section 3.13 of this Agreement. No transfer, by
operation of law or otherwise, of any right, title, or interest of the holder of
the Excess Distribution Certificate to and in its beneficial ownership interest
in the Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Estate.

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

                  Section 11.4 Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt by the

                                      -23-

<PAGE>

intended recipient or three Business Days after mailing if mailed by certified
mail, postage prepaid (except that notice to the Eligible Lender Trustee shall
be deemed given only upon actual receipt by the Eligible Lender Trustee), if to
the Eligible Lender Trustee, addressed to its Corporate Trust Office with copies
to The Bank of New York, 2 North LaSalle St., Suite 1020, Chicago, Illinois
60602, Attn: Corporate Trust - Structured Finance; if to the Depositor,
addressed to SLM Funding LLC, 11600 Sallie Mae Drive, Reston, Virginia 20193,
Attention: Legal Department, or, as to each party, at such other address as
shall be designated by such party in a written notice to each other party.

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

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

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

                  Section 11.8 No Petition. (a) Neither the Depositor, nor any
other holder of the Excess Distribution Certificate (as evidenced by its
acceptance of the Excess Distribution Certificate) will institute against the
Trust, at any time, any bankruptcy proceedings under any United States Federal
or state bankruptcy or similar law in connection with any obligations relating
to the Excess Distribution Certificate, the Notes, this Agreement or any of the
other Basic Documents. The foregoing shall not limit the rights of the
Depositor, nor any holder of the Excess Distribution Certificate to file any
claim in, or otherwise take any action with respect to, any insolvency
proceeding that was instituted against the Trust by a Person other than the
Depositor or such other holder of the Excess Distribution Certificate.

                  (b)      The Eligible Lender Trustee (not in its individual
capacity but solely as Eligible Lender Trustee), by entering into this
Agreement, the holder of the Excess Distribution Certificate by accepting the
Excess Distribution Certificate, and the Indenture Trustee and each Noteholder
by accepting the benefits of this Agreement, hereby covenant and agree that they
will not at any time institute against the Depositor or the Trust, or join in
any institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency, receivership or liquidation
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 Agreement or any of the other Basic Documents. The foregoing shall
not limit the rights of the Eligible Lender Trustee to file any claim in, or
otherwise take any action with respect to, any

                                      -24-

<PAGE>

insolvency proceeding that was instituted against the Issuer by a Person other
than the Eligible Lender Trustee.

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

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

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

                                      -25-

<PAGE>

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

                                            CHASE MANHATTAN BANK 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

                                            SLM FUNDING LLC,
                                              as the Depositor

                                            By: /s/ MARK L. HELEEN
                                               Name:  Mark L. Heleen
                                               Title: Vice President

<PAGE>

Acknowledged and agreed as to
Section 3.13(c) and Section 3.13(g)
of this Amended and Restated Trust Agreement

THE BANK OF NEW YORK, not in its individual capacity but solely as the initial
Excess Distribution Certificate Paying Agent

By: /s/ ERIC A. LINDAHL
   Name:  Eric A. Lindahl
   Title: Agent

<PAGE>

                                                                       EXHIBIT A
                                                          TO THE TRUST AGREEMENT

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

No. [__]                                              [___]% Percentage Interest

                  THIS EXCESS DISTRIBUTION CERTIFICATE DOES NOT EVIDENCE AN
OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR, THE
ELIGIBLE LENDER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICER, ANY SWAP
COUNTERPARTY, ANY SWAP AGENT, ANY REMARKETING AGENT, THE ADMINISTRATOR OR ANY OF
THEIR RESPECTIVE AFFILIATES OR ASSIGNEES. THIS EXCESS DISTRIBUTION CERTIFICATE
IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY
ANY PRIVATE INSURER.

                  THIS EXCESS DISTRIBUTION CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY UNITED
STATES SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHER
JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE
BENEFIT OF THE TRUST THAT THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (I) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (II) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS AN
INSTITUTIONAL ACCREDITED INVESTOR TO WHOM NOTICE IS GIVEN THAT THE RESALE,
PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON REGULATION D, AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION, OR (III) TO A PERSON IN A TRANSACTION THAT IS REGISTERED UNDER THE
SECURITIES ACT OR THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF,
BY PURCHASING THIS EXCESS DISTRIBUTION CERTIFICATE, REPRESENTS AND AGREES FOR
THE BENEFIT OF THE DEPOSITOR, THE ADMINISTRATOR AND THE ELIGIBLE LENDER TRUSTEE
THAT: IT IS EITHER A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A, OR AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1)-(3)
AND (7) OF REGULATION D UNDER THE SECURITIES ACT) OR AN ENTITY IN WHICH ALL THE
EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, OR THAT ITS PURCHASE OF THIS EXCESS
DISTRIBUTION CERTIFICATE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE

                                      A-1

<PAGE>

SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, AND THAT
IT IS HOLDING THIS EXCESS DISTRIBUTION CERTIFICATE FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION.

                  NO TRANSFER OF THIS EXCESS DISTRIBUTION CERTIFICATE WILL BE
REGISTERED (EXCEPT TO AN AFFILIATE OF THE DEPOSITOR) UNLESS THERE IS PROVIDED A
REPRESENTATION SATISFACTORY TO THE ELIGIBLE LENDER TRUSTEE THAT THIS EXCESS
DISTRIBUTION CERTIFICATE IS NOT BEING ACQUIRED DIRECTLY OR INDIRECTLY FOR, ON
BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (EACH A "PLAN").

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

                                      A-2

<PAGE>

                         SLM STUDENT LOAN TRUST 2003-12
                         EXCESS DISTRIBUTION CERTIFICATE

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

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

                  THIS CERTIFIES THAT SLM Funding LLC is the registered owner of
a 100% percentage interest in this Excess Distribution Certificate. The SLM
Student Loan Trust 2003-12 (the "Trust") was formed under the laws of the State
of Delaware by SLM Funding LLC, a Delaware limited liability company (the
"Depositor"). The Trust was created pursuant to a short-form trust agreement,
dated as of November 4, 2003, between the Depositor and 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 Trust (the
"Eligible Lender Trustee"), as amended and restated pursuant to an Amended and
Restated Trust Agreement, dated as of November 25, 2003 (collectively, the
"Trust Agreement"), among the Depositor, the Eligible Lender Trustee and The
Bank of New York, a New York banking corporation, not in its individual capacity
but solely as the initial Excess Distribution Certificate Paying Agent, a
summary of certain of the pertinent provisions of which is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in Appendix A to the Trust Agreement.

                  Issued under the Indenture, dated as of November 1, 2003,
among the Trust, the Indenture Trustee and the Eligible Lender Trustee, are
Notes designated as "Student Loan-Backed Notes" (the "Notes"). This Excess
Distribution Certificate is issued under and is subject to the terms, provisions
and conditions of the Trust Agreement, to which Trust Agreement the holder of
this Excess Distribution Certificate by virtue of the acceptance hereof assents
and by which such holder is bound. The property of the Trust includes a pool of
student loans (the "Trust Student Loans"), all moneys paid thereunder on or
after October 20, 2003, certain bank accounts and the proceeds thereof and
certain other rights under the Trust Agreement, the Sale Agreement, the Purchase
Agreement, the Administration Agreement, the Servicing Agreement, the
Remarketing Agreement, the Interest Rate Cap Agreement, the Initial Swap
Agreements, and all proceeds of the foregoing.

                  To the extent of funds available therefor, amounts owing
hereon will be distributed on the 15th day of each March, June, September and
December (or, if such 15th day is not a Business Day, the next succeeding
Business Day) (each a "Distribution Date"), commencing on March 15, 2004, to the
person in whose name this Excess Distribution Certificate is registered as of
the close of business on the day immediately preceding the Distribution Date
(such day the "Record Date"), in each case to the extent of such holder's

                                      A-3

<PAGE>

fractional and undivided interest in the amount to be distributed hereon on such
Distribution Date pursuant to Sections 2.8(p), 2.9(f) and 2.10(a)(ii) of the
Administration Agreement.

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

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

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

                  Distributions on this Excess Distribution Certificate will be
made as provided in the Administration Agreement to the holder of record hereof
without the presentation or surrender of this Excess Distribution Certificate or
the making of any notation hereon. Except as otherwise provided in the Trust
Agreement and notwithstanding the above, the final distribution on this Excess
Distribution Certificate will be made after due notice by the Administrator of
the pendency of such distribution and only upon presentation and surrender of
this Excess Distribution Certificate at the office or agency maintained for the
purpose by the Excess Distribution Certificate Registrar in the Borough of
Manhattan, The City of New York.

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

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

                                      A-4

<PAGE>

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

                                            SLM STUDENT LOAN TRUST 2003-12
                                            By: CHASE MANHATTAN BANK USA,
                                             NATIONAL ASSOCIATION, not in its
                                             individual capacity but solely as
                                             Eligible Lender Trustee

                                            By: ________________________________
                                                Authorized Signatory

Dated:  November 25, 2003

                                      A-5

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                            By: ________________________________
                                                Authorized Signatory

                                            OR

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

                                            By: ________________________________
                                                Authenticating Agent

Dated:  November 25, 2003

                                      A-6

<PAGE>

                  [REVERSE OF EXCESS DISTRIBUTION CERTIFICATE]

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

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

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

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

                  The Eligible Lender Trustee, the Certificate Registrar and any
agent of the Eligible Lender Trustee or the Excess Distribution Certificate
Registrar may treat the person in

                                      A-7

<PAGE>

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

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

                  The obligations and responsibilities created by the Trust
Agreement and the Trust created thereby shall terminate upon the payment to
Noteholders, any Swap Counterparty and the holder of this Excess Distribution
Certificate of all amounts required to be paid to them pursuant to the Trust
Agreement, the Administration Agreement and the Indenture and the disposition of
all property held as part of the Trust. The Servicer may at its option purchase
the corpus of the Trust at a price specified in the Administration Agreement;
however, such right of purchase is exercisable only on any Distribution Date on
or after the later of the September 2013 Distribution Date or the date on which
the Pool Balance is less than or equal to 10% of the Initial Pool Balance. Any
Trust Student Loans remaining in the Trust as of the later of the end of the
Collection Period for the September 2013 Distribution Date or the end of the
Collection Period immediately preceding the Trust Auction Date may be offered
for sale by the Indenture Trustee by auction in accordance with the procedure
described in the Indenture.

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

                                      A-8

<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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

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

______________________________________________________________________Attorney
to transfer said Excess Distribution Certificate on the books of the Excess
Distribution Certificate Registrar, with full power of substitution in the
premises. Dated:

______________________________*
Signature Guaranteed:

______________________________*

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

                                      A-9

<PAGE>

                                                                       EXHIBIT B

                                     FORM OF
                              CERTIFICATE OF TRUST
                                       OF
                                SLM STUDENT LOAN
                                  TRUST 2003-12

                  This Certificate of Trust of SLM STUDENT LOAN TRUST 2003-12
(the "Trust") is being duly executed and filed on behalf of the Trust by the
undersigned, as trustee, to form a statutory trust under the Delaware Statutory
Trust Statute (12 Del. C. Section 3801 et seq.) (the "Act").

                  1.       Name. The name of the statutory trust formed by this
Certificate of Trust is SLM STUDENT LOAN TRUST 2003-12.

                  2.       Delaware Trustee. The name and business address of
the eligible lender trustee of the Trust in the State of Delaware are the Chase
Manhattan Bank USA, National Association, c/o JPMorgan Chase Bank, 500 Stanton
Christiana Road, Christiana Center/OPS4/3rd Floor, Newark, Delaware 19713. Attn:
Institutional Trust Services.

                  3.       Effective Date. This Certificate of Trust shall be
effective upon filing.

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

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

                                            By: ________________________________
                                               Name:
                                               Title:

                                      B-1

<PAGE>

                                                                       EXHIBIT C
                                                     [FORM OF TRANSFEROR LETTER]

[Date]

Student Loan Marketing Association
  as Administrator
  11600 Sallie Mae Drive
  Reston, Virginia  20193

The Bank of New York
  as Excess Distribution Certificate Registrar
  101 Barclay Street, 8 West
  New York, New York 10286
  Attention:  Corporate Trust - Structured Finance

Chase Manhattan Bank USA, National Association
  as Eligible Lender Trustee
  Christiana Center/OPS4
  500 Stanton Christiana Road
  Newark, Delaware  19713

         Re: SLM Student Loan Trust 2003-12,
         Excess Distribution Certificate (the "Certificate")

Ladies and Gentlemen:

                  In connection with our disposition of the above Certificate,
we certify that (a) we understand that the Certificate has not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and is
being disposed by us in a transaction that is exempt from the registration
requirements of the Securities Act, and (b) we have not offered or sold the
Certificate to, or solicited offers to buy the Certificate from, any person, or
otherwise approached or negotiated with any person with respect thereto, in a
manner that would be deemed, or taken any other action would result in, a
violation of Section 5 of the Securities Act.

Very truly yours,

_________________________________________
[Print Name of Transferor]

By: ______________________________________
Authorized Officer

                                      C-1

<PAGE>

                                                                     EXHIBIT D-1
                                     [FORM OF TRANSFEREE LETTER (NON-RULE 144A)]

[Date]

Student Loan Marketing Association
  as Administrator
  11600 Sallie Mae Drive
  Reston, Virginia  20193

The Bank of New York
  as Excess Distribution Certificate Registrar
  101 Barclay Street, 8 West
  New York, New York 10286
  Attention:  Corporate Trust - Structured Finance

Chase Manhattan Bank USA, National Association
  as Eligible Lender Trustee
  Christiana Center/OPS4
  500 Stanton Christiana Road
  Newark, Delaware  19713

         Re: SLM Student Loan Trust 2003-12,
         Excess Distribution Certificate (the "Certificate")

Ladies and Gentlemen:

                  In connection with our acquisition of the above Certificate,
we certify that (a) we understand that the Certificate is not being registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws and is being transferred to us in a transaction that is
exempt from the registration requirements of the Securities Act and any such
laws, (b) we are an institutional "accredited investor," as defined in Rule 501
(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or an entity in
which all of the equity owners come within such paragraphs, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificate, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificate and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificate, (d) we are not acquiring the Certificate for, on
behalf of or with the assets of, an employee benefit plan or other retirement
arrangement (a "Plan") which is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and/or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), (e) we are acquiring the
Certificate for investment for our own account and not with a view to any
distribution of the Certificate (but without prejudice to our right at all times
to sell or otherwise dispose of the Certificate in accordance with clause (g)
below), (f) we have not offered or sold the Certificate to, or solicited offers
to buy the Certificate from, any person, or otherwise approached or negotiated
with any person with respect thereto, or

                                     D-1-1

<PAGE>

taken any other action which would result in a violation of Section 5 of the
Securities Act, and (g) we will not sell, transfer or otherwise dispose of the
Certificate unless (1) such sale, transfer or other disposition is made pursuant
to an effective registration statement under the Securities Act or is exempt
from such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this Letter that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Securities Act, (2) the purchaser or transferee of such Certificate has
executed and delivered to you a certificate to substantially the same effect as
this certificate and (3) the purchaser or transferee has otherwise complied with
any conditions for transfer set forth in the Trust Agreement relating to the
Certificate.

Very truly yours,

__________________________________
[Print Name of Transferee]

By:_______________________________
Authorized Officer

                                     D-1-2

<PAGE>

                                                                     EXHIBIT D-2
                                         [FORM OF TRANSFEREE LETTER (RULE 144A)]

[Date]

Student Loan Marketing Association
  as Administrator
  11600 Sallie Mae Drive
  Reston, Virginia 20193

The Bank of New York
  as Excess Distribution Certificate Registrar
  101 Barclay Street, 8 West
  New York, New York 10286
  Attention:  Corporate Trust - Structured Finance

Chase Manhattan Bank USA, National Association
  as Eligible Lender Trustee
  Christiana Center/OPS4
  500 Stanton Christiana Road
  Newark, Delaware 19713

         Re: SLM Student Loan Trust 2003-12,
         Excess Distribution Certificate (the "Certificate")

Ladies and Gentlemen:

                  In connection with our acquisition of the above Certificate,
we certify that (a) we understand that the Certificate is not being registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws and is being transferred to us in a transaction that is
exempt from the registration requirements of the Securities Act and any such
laws, (b) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments in
the Certificate, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificate and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificate, (d) we are not acquiring the Certificate
for, on behalf of or with the assets of, an employee benefit plan or other
retirement arrangement (a "Plan") which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and/or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (e) we have
not, nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Certificate, any interest in the Certificate or any
other similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Certificate, any interest in the Certificate
or any other similar security from, or otherwise approached or negotiated with
respect to the Certificate, any interest in the Certificate or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other action,
that would constitute a

                                     D-2-1

<PAGE>

distribution of the Certificate under the Securities Act or that would render
the disposition of the Certificate a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificate, (f) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act ("Rule 144A") and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificate for our own account or for resale
pursuant to Rule 144A and further understand that the Certificate may be resold,
pledged or transferred only (1) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.

Very truly yours,

__________________________________
[Print Name of Transferee]

By:_______________________________
Authorized Officer

                                     D-2-2

<PAGE>

                                                                         ANNEX 1
                        QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Letter to which this
certification relates with respect to the Certificate described therein:

                  1.       As indicated below, the undersigned is the President,
                           Chief Financial Officer, Senior Vice President or
                           other executive officer of the Buyer.

                  2.       In connection with purchases by the Buyer, the Buyer
                           is a "qualified institutional buyer" as that term is
                           defined in Rule 144A under the Securities Act of
                           1933, as amended ("Rule 144A") because (i) the Buyer
                           owned and/or invested on a discretionary basis
                           $____________(1) in securities (except for the
                           excluded securities referred to below) as of the end
                           of the Buyer's most recent fiscal year (such amount
                           being calculated in accordance with Rule 144A and
                           (ii) the Buyer satisfies the criteria in the category
                           marked below.

                           -        Corporation, etc. The Buyer is a corporation
                                    (other than a bank, savings and loan
                                    association or similar institution),
                                    Massachusetts or similar business trust,
                                    partnership, or charitable organization
                                    described in Section 501 (c) (3) of the
                                    Internal Revenue Code of 1986, as amended.

                           -        Bank. The Buyer (a) is a national bank or
                                    banking institution organized under the laws
                                    of any State, territory or the District of
                                    Columbia, the business of which is
                                    substantially confined to banking and is
                                    supervised by the State or territorial
                                    banking commission or similar official or is
                                    a foreign bank or equivalent institution,
                                    and (b) has an audited net worth of at least
                                    $25,000,000 as demonstrated in its latest
                                    annual financial statements, a copy of which
                                    is attached hereto.

                           -        Savings and Loan. The Buyer (a) is a savings
                                    and loan association, building and loan
                                    association, cooperative bank, homestead
                                    association or similar institution, which is
                                    supervised and examined by a State or
                                    Federal authority having supervision over
                                    any such institutions or is a foreign
                                    savings and loan association or equivalent
                                    institution and (b) has an audited net worth
                                    of at least

------------------
(1)      Buyer must own and/or invest on a discretionary basis at least
         $100,000,000 in securities unless Buyer is a dealer, and, in that case,
         Buyer must own and/or invest on a discretionary basis at least
         $10,000,000 in securities.

                                  Annex 1-1

<PAGE>

                                    $25,000,000 as demonstrated in its latest
                                    annual financial statements, a copy of which
                                    is attached hereto.

                           -        Broker-dealer. The Buyer is a dealer
                                    registered pursuant to Section 15 of the
                                    Securities Exchange Act of 1934.

                           -        Insurance Company. The Buyer is an insurance
                                    company whose primary and predominant
                                    business activity is the writing of
                                    insurance or the reinsuring of risks
                                    underwritten by insurance companies and
                                    which is subject to supervision by the
                                    insurance commissioner or a similar official
                                    or agency of a State, territory or the
                                    District of Columbia.

                           -        State or Local Plan. The Buyer is a plan
                                    established and maintained by a State, its
                                    political subdivisions, or any agency or
                                    instrumentality of the State or its
                                    political subdivisions, for the benefit of
                                    its employees.

                           -        ERISA Plan. The Buyer is an employee benefit
                                    plan within the meaning of Title I of the
                                    Employee Retirement Income Security Act of
                                    1974.

                           -        Investment Advisor. The Buyer is an
                                    investment advisor registered under the
                                    Investment Advisors Act of 1940.

                           -        Small Business Investment Company. The Buyer
                                    is a small business investment company
                                    licensed by the U.S. Small Business
                                    Administration under Section 301(c) or (d)
                                    of the Small Business Investment Act of
                                    1958.

                           -        Business Development Company. The Buyer is a
                                    business development company as defined in
                                    Section 202(a)(22) of the Investment
                                    Advisors Act of 1940.

                           -        Qualified Institutional Buyers. The Buyer
                                    owned and/or invested on a discretionary
                                    basis less than $100,000,000, but it is an
                                    entity in which all of the equity owners are
                                    qualified institutional buyers.

                  3.       The term "securities" as used herein does not include
                           (i) securities of issuers that are affiliated with
                           the Buyer, (ii) securities that are part of an unsold
                           allotment to or subscription by the Buyer, if the
                           Buyer is a dealer, (iii) securities issued or
                           guaranteed by the U.S. or any instrumentality
                           thereof, (iv) bank deposit notes and certificates of
                           deposit, (v) loan participations, (vi) repurchase
                           agreements, (vii) securities owned but subject to a
                           repurchase agreement and (viii) currency, interest
                           rate and commodity swaps.

                                   Annex 1-2

<PAGE>

                  4.       For purposes of determining the aggregate amount of
                           securities owned and/or invested on a discretionary
                           basis by the Buyer, the Buyer used the cost of such
                           securities to the Buyer and did not include any of
                           the securities referred to in the preceding
                           paragraph, except (i) where the Buyer reports its
                           securities holdings in its financial statements on
                           the basis of their market value, and (ii) no current
                           information with respect to the cost of those
                           securities has been published. If clause (ii) in the
                           preceding sentence applies, the securities may be
                           valued at market. Further, in determining such
                           aggregate amount, the Buyer may have included
                           securities owned by subsidiaries of the Buyer, but
                           only if such subsidiaries are consolidated with the
                           Buyer in its financial statements prepared in
                           accordance with generally accepted accounting
                           principles and if the investments of such
                           subsidiaries are managed under the Buyer's direction.
                           However, such securities were not included if the
                           Buyer is a majority-owned, consolidated subsidiary of
                           another enterprise and the Buyer is not itself a
                           reporting company under the Securities Exchange Act
                           of 1934, as amended.

                  5.       The Buyer acknowledges that it is familiar with Rule
                           144A and understands that the seller to it and other
                           parties related to the Certificate are relying and
                           will continue to rely on the statements made herein
                           because one or more sales to the Buyer may be in
                           reliance on Rule 144A.

                  6.       Until the date of purchase of the Rule 144A
                           Securities, the Buyer will notify each of the parties
                           to which this certification is made of any changes in
                           the information and conclusions herein. Until such
                           notice is given, the Buyer's purchase of the
                           Certificate will constitute a reaffirmation of this
                           certification as of the date of such purchase. In
                           addition, if the Buyer is a bank or savings and loan
                           is provided above, the Buyer agrees that it will
                           furnish to such parties updated annual financial
                           statements promptly after they become available.

___________________________________________
[Print Name of Transferee]

By: _______________________________________
Name:
Title:

Date: _____________________________________

                                   Annex 1-3

<PAGE>

                                                                         ANNEX 2
                        QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                  [For Transferees That are Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Letter to which this
certification relates with respect to the Certificate described therein:

                  1.       As indicated below, the undersigned is the President,
                           Chief Financial Officer or Senior Vice President of
                           the Buyer or, if the Buyer is a "qualified
                           institutional buyer" as that term is defined in Rule
                           144A under the Securities Act of 1933, as amended
                           ("Rule 144A") because Buyer is part of a Family of
                           Investment Companies (as defined below), is such an
                           officer of the Adviser.

                  2.       In connection with purchases by Buyer, the Buyer is a
                           "qualified institutional buyer" as defined in SEC
                           Rule 144A because (i) the Buyer is an investment
                           company registered under the Investment Company Act
                           of 1940, as amended and (ii) as marked below, the
                           Buyer alone, or the Buyer's Family of Investment
                           Companies, owned at least $100,000,000 in securities
                           (other than the excluded securities referred to
                           below) as of the end of the Buyer's most recent
                           fiscal year. For purposes of determining the amount
                           of securities owned by the Buyer or the Buyer's
                           Family of Investment Companies, the cost of such
                           securities was used, except (i) where the Buyer or
                           the Buyer's Family of Investment Companies reports
                           its securities holdings in its financial statements
                           on the basis of their market value, and (ii) no
                           current information with respect to the cost of those
                           securities has been published. If clause (ii) in the
                           preceding sentence applies, the securities may be
                           valued at market.

                           -        The Buyer owned $______________ in
                                    securities (other than the excluded
                                    securities referred to below) as of the end
                                    of the Buyer's most recent fiscal year (such
                                    amount being calculated in accordance with
                                    Rule 144A).

                           -        The Buyer is part of a Family of Investment
                                    Companies which owned in the aggregate
                                    $_____________ in securities (other than the
                                    excluded securities referred to below) as of
                                    the end of the Buyer's most recent fiscal
                                    year (such amount being calculated in
                                    accordance with Rule 144A).

                  3.       The term "Family of Investment Companies" as used
                           herein means two or more registered investment
                           companies (or series thereof) that have the same
                           investment adviser or investment advisers that are
                           affiliated (by virtue of being majority owned
                           subsidiaries of the same parent or because one
                           investment adviser is a majority owned subsidiary of
                           the other).

                                   Annex 2-1

<PAGE>

                  4.       The term "securities" as used herein does not include
                           (i) securities of issuers that are affiliated with
                           the Buyer or are part of the Buyer's Family of
                           Investment Companies, (ii) securities issued or
                           guaranteed by the U.S. or any instrumentality
                           thereof, (iii) bank deposit notes and certificates of
                           deposit, (iv) loan participations, (v) repurchase
                           agreements, (vi) securities owned but subject to a
                           repurchase agreement and (vii) currency, interest
                           rate and commodity swaps.

                  5.       The Buyer is familiar with Rule 144A and understands
                           that the parties listed in the Rule 144A Transferee
                           Letter to which this certification relates are
                           relying and will continue to rely on the statements
                           made herein because one or more sales to the Buyer
                           will be in reliance on Rule 144A. In addition, the
                           Buyer will only purchase for the Buyer's own account.

                  6.       Until the date of purchase of the Certificate, the
                           undersigned will notify the parties listed in the
                           Rule 144A Transferee Letter to which this
                           certification relates of any changes in the
                           information and conclusions herein. Until such notice
                           is given, the Buyer's purchase of the Certificate
                           will constitute a reaffirmation of this certification
                           by the undersigned as of the date of such purchase.

                                              __________________________________
                                              Print Name of Buyer or Adviser

                                              By: ______________________________
                                              Name:
                                              Title:

                                              [IF AN ADVISER:]

                                              __________________________________
                                              Print Name of Buyer

                                              Date: ____________________________

                                   Annex 2-2