Common use of Pricing Agreement Clause in Contracts

Pricing Agreement. As Representatives of the several Underwriters named on Schedule I hereto, c/o , 200_ Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: Accepted as of the date hereof: By: Name: Title: By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named on in Schedule I hereto, [c/o Book-Running Representative(s)] [Address] [City, 200State ZIP] ______________, 20__ Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Horace Mann Educators Corporation, a Delaware corporation (“SLM ECFC”the "Comxxxx"), proposexxxposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ______, on the other hand, that the Company will cause the trust 20___ (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”"Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Shares specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued Shares" consisting of Firm Shares and secured pursuant any Optional Shares the Underwriters may elect to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”)purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated SecuritiesShares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount number of Designated Securities Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereto and, less (b) in the principal amount of Designated Securities covered by Delayed Delivery Contracts, if anyevent and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be specified in Schedule II. During exercised by written notice from the Representatives to the Company given within a period beginning from of 30 calendar days after the date of this Pricing Agreement for Agreement, setting forth the Designated Securities aggregate number of Optional Shares to be purchased and continuing the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and including the Closing Date, the Company agreesotherwise agree in writing, and SLM ECFC agrees that it will cause no earlier than two or later than ten business days after the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdomsuch notice. If the foregoing is in accordance with your understanding, please sign and return to us ______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the CompanyCompany for examination, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC By: Name: Title: SLM Education Credit Finance Horace Mann Educators Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: _________________________ Name: Title: Accepted as of the date hereof: [Name of Book-Running Representative(s)] [Name(s) of Co-Representative(s)] By: ____________________ Name: Title: By: Name: Title: 2 SCHEDULE I Principal Amount MAXIMUM NUMBER OF OPTIONAL NUMBER OF SHARES WHICH FIRM SHARES MAY BE UNDERWRITER TO BE PURCHASED PURCHASED ----------- --------------- --------- --------------- --------- Total............................... =============== ========= SCHEDULE II TITLE OF DESIGNATED SHARES: NUMBER OF DESIGNATED SHARES: Number of Designated Securities to be Purchased Underwriter Class Firm Shares: Maximum Number of Optional Shares: INITIAL OFFERING PRICE TO PUBLIC: [$________ Class per Share] [Formula] PURCHASE PRICE BY UNDERWRITERS: [$________ Class per Share] [Formula] COMMISSION PAYABLE TO UNDERWRITERS: [$________ SCHEDULE II Title of each Class of Designated Securitiesper Share] FORM OF DESIGNATED SHARES: Aggregate principal amount of each Class: Price Definitive form, to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds be made available for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: checking at least 24 hours prior to the Time of DeliveryDelivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Closing location for delivery of Designated SecuritiesFederal (same-day) funds DESCRIBE ANY BLACKOUT PROVISIONS WITH RESPECT TO THE DESIGNATED SHARES TIME OF DELIVERY: Names and addresses of Representatives_________ a.m. (New York City time), __________________, 20__ CLOSING LOCATION: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: 1 Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]OTHER TERMS:

Pricing Agreement. As Representatives of the several Underwriters named on Schedule I hereto, c/o , 200_ Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: Accepted as of the date hereof: By: Name: Title: By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-38] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-38] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-38]

Pricing Agreement. As Representatives of the several Underwriters named on Schedule I hereto, cx/o x , 200_ Ladies and Gentlemen000 Xxxxxx xxx Xxxxxxxxx: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporationthe Student Loan Marketing Association, a Delaware corporation formed under the laws of the United States (“SLM ECFCXxxxxx Mae”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the 200 (the “Underwriting Agreement”), between the Company, SLM ECFC Company and SLM CorporationXxxxxx Xxx, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between 200 between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the [Closing Date], the Company agrees, and SLM ECFC Xxxxxx Mae agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx Xxx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC Company and SLM CorporationXxxxxx Xxx. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC Company and SLM Corporation Xxxxxx Mae for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation Student Loan Marketing Association By: Name: Title: Accepted as of the date hereof: X.X. Xxxxxx Securities Inc. By: Name: Title: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 20052003-312] ANNEX II(b) The Company, SLM ECFC Xxxxxx Mae and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 20052003-3]12] ANNEX II(c) The Company, Xxxxxx Xxx and the Servicer: Outside Counsel Opinion [Opinions to be issued, which together will be substantially in the form provided for SLM Student Loan Trust 2003-12] ANNEX II(d)

Pricing Agreement. As Representatives of the several Underwriters named on Schedule I heretoX.X. Xxxxxx Securities Inc. March 12, 1997 Bear, Xxxxxxx & Co. Inc. Chase Securities Inc. c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, 200_ Xxx Xxxx 00000 Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance CorporationHoneywell Inc., a Delaware corporation (“SLM ECFC”the "Company"), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___March 12, 200___(the “1997 (the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one handhand and X.X. Xxxxxx Securities Inc., Bear, Xxxxxxx & Co. Inc., and ___and ___, Chase Securities Inc. on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC HONEYWELL INC. By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: --------------------------- Name: Title: Accepted as of the date hereof: X.X. Xxxxxx Securities Inc. Bear, Xxxxxxx & Co. Inc. Chase Securities Inc. By: Name: Title: X. X. Xxxxxx Securities Inc. By: Name: Title: ----------------------------- SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased Underwriter Class ___ Class ___ Class ___ ----------- ---------------- X.X. Xxxxxx Securities Inc............. $140,000,000 Bear, Xxxxxxx & Co. Inc. .............. 140,000,000 Chase Securities Inc................... 70,000,000 Total.................................. $350,000,000 SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]TITLE OF DESIGNATED SECURITIES:

Pricing Agreement. [ ] As Representatives representatives of the several Underwriters named on in Schedule I hereto, hereto c/o , 200_ [ ] Ladies and Gentlemen: SLM Funding LLCMetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware limited liability company (the “Company”"Trust"), and SLM Education Credit Finance CorporationMetLife, Inc., a Delaware corporation (“SLM ECFC”the "Company"), propose, propose subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and _____, on the other hand, that the Company will cause the trust 200 (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”"Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (Preferred Securities to be issued by the “Notes”) Trust and guaranteed by the Company, specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 2 1 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Final Prospectus (as therein defined), ) and also a representation and warranty as of the date of this Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Base Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company Trust agrees to cause the Trust to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustTrust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount aggregate number of the Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters Underwriters, the Trust and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC Trust and SLM Corporation the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC METLIFE, INC. By: --------------------------------- Name: Title: SLM Education Credit Finance Corporation METLIFE CAPITAL TRUST By: Name: Title: Accepted and agreed with respect to Sections 8MetLife, 10Inc., 12 and 13 of the Underwriting Agreement: SLM Corporation as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereofhereof on behalf of each of the Underwriters: By: Name: Title: By: ------------------------------- Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]TO PRICING AGREEMENT

Pricing Agreement. As Representatives [Debt Securities] [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of the several Underwriters named on in Schedule I heretoI] Dear Sirs: King Pharmaceuticals, c/o , 200_ Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company Inc. (the “"Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, ") proposes subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the “[date](the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one hand, hand and [___and ___, _] on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions provision had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to Section 12 of the Underwriting Agreement Registration Statement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as including the case may be, documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities, ) in the form heretofore delivered to you is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceAgreement, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount or number, as applicable, of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. [The Company authorizes the Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, less as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, at the Time of Delivery a commission in the amount set forth in Schedule II. Delayed Delivery Contracts are to be with purchasers of the types approved by the Company and set forth in the Prospectus and subject to other conditions set forth in such Delayed Delivery Contracts. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount or number of shares, as applicable, set forth in Schedule II hereto and the aggregate principal amount of Designated Securities covered by all Delayed Delivery Contracts may not exceed the amount or number of shares, as applicable, set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, if any, as may the Securities subject to such contracts shall be specified in Schedule II. During the period beginning deducted from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with purchased by the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the several Underwriters and the Companyaggregate principal amount or number of shares, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwritersas applicable, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: Accepted as of the date hereof: By: Name: Title: By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased purchased by each Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title shall be reduced pro rata in proportion to the principal amount or number of each Class shares, as applicable, of Designated Securities: Aggregate Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]or number of

Pricing Agreement. [UNDERWRITERS] As Representatives of the several Underwriters named on in Schedule I hereto, c/o , 200_ Ladies and Gentlemen[ ] Dear Sirs: SLM Funding LLCThe Detroit Edison Company, a Delaware limited liability company Michigan corporation (the “"Company”"), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the “[ ] (the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one hand, hand and ___and ___, [UNDERWRITERS] on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC The Detroit Edison Company By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: :_______________________ Name: Title: Accepted as of the date hereof: [UNDERWRITERS] By: Name: Title: By: Name: Title: :___________________________ SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased Underwriter Class ___ Class ___ Class ___ ----------- -------------------------- Sch. I-1 SCHEDULE II Title TITLE OF DESIGNATED SECURITIES: AGGREGATE PRINCIPAL AMOUNT: PRICE TO PUBLIC: PURCHASE PRICE BY UNDERWRITERS: SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: INDENTURE: Indenture dated as of each Class June 30, 1993, as supplemented by and through a Seventh Supplemental Indenture dated as of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names [ ] between the Company and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Bankers Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Serviceras Trustee MATURITY: Internal Counsel Opinion [Opinion to be issuedINTEREST RATE: INTEREST PAYMENT DATES: REDEMPTION PROVISIONS: SINKING FUND PROVISIONS: No sinking fund provisions. Sch. II-1 TIME OF DELIVERY: 9:00 A.M. [ ], which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company1998 CLOSING LOCATION FOR DELIVERY OF SECURITIES: Browx & Xood XXX One Xxxxx Xxxxx Xxxxxx Xxx Xxxx, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]Xxx Xxxx 00000 XXMES AND ADDRESSES OF REPRESENTATIVES:

Pricing Agreement. 20__ J.P. Morgan Securities Inc. Banc of America Securities LLC UBS Sxxxxxxxxx XLC As Representatives of the several Underwriters named on in Schedule I hereto, c/o , 200_ hereto Ladies and Gentlemen: SLM Funding LLCThe Rouse Company, a Delaware limited liability company Maryland corporation (the “"Company”"), and SLM Education Credit Finance Corporationproposes, a Delaware corporation (“SLM ECFC”), propose, subject xxxxect to the terms and conditions stated herein and in the Underwriting Agreement, dated _March __, 200___(the “2004 (the "Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; , and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___six counterparts hereof, hereof (one for the Company and one for each of the Representatives plus one for each counsel) and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC THE ROUSE COMPANY By: ------------------------ Name: Title: SLM Education Credit Finance Corporation J.P. MORGAN SECURITIES INC. By: ------------------------------- Xxxx: Title: BANC OF AMERICA SECURITIES LLC By: ------------------------------- Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation UBS SECURITIES LLC By: Name: Title: Accepted as of the date hereof: By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I ---------- Principal Amount of Designated Securities Underwriter to be Purchased Underwriter Class ----------- --------------- J.P. Morgan Securities Inc. $ Banc of Amerixx Xxxxxxxxes LLC $ UBS Securities LLC $ [Insert additional Underwriters] $ ----------- Total $ SCHEDULE II ----------- TITLE OF DESIGNATED SECURITIES: ___ Class ___ Class __% Notes due 20__ SCHEDULE II Title AGGREGATE PRINCIPAL AMOUNT: $ ------------------- PRICE TO PUBLIC: ____% of each Class of Designated Securities: Aggregate the principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of the Designated Securities, plus accrued interest, if any, from _____________, 20__ PURCHASE PRICE BY UNDERWRITERS: ___% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ FORM OF DESIGNATED SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of DeliveryDelivery at the office of DTC. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]Federal or other same day funds TIME OF DELIVERY:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named on in Schedule I hereto, c/o [ADDRESS] November [ ], 200_ 2008 Ladies and Gentlemen: SLM Funding LLCXxxxxx Xxxx Educators Corporation, a an Delaware limited liability company corporation (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated ___November [ ], 200___(the 2008 (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued , consisting of Firm Securities and secured pursuant any Optional Securities the Underwriters may elect to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”)purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined)) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 11 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth at the end of in Schedule II heretoII. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, : (i) the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II heretoII, the principal amount of Designated Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto, less on the principal amount terms referred to in the paragraph above for the sole purpose of Designated covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During exercised by written notice from the Representatives to the Company given within a period beginning from of 30 calendar days after the date of this Pricing Agreement for Agreement, setting forth the Designated principal amount of Optional Securities to be purchased and continuing the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and including the Closing Date, the Company agreesotherwise agree in writing, and SLM ECFC agrees that it will cause no earlier than two or later than ten business days after the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdomsuch notice. If the foregoing is in accordance with your understanding, please sign and return to us ___nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Xxxxxx Xxxx Educators Corporation By: Name: Title: Accepted as of the date hereof: [ ] By: Name: Title: By: Name: Title: On behalf of themselves and the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of each Class of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of each Class: Price to Public of each Class: the Designated Securities Purchase Price by Underwriters Underwriters: [ ]% of each Classthe principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: Maturity[Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: Form % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: Time of Delivery[ ] Listing Requirements: [ ] Additional Closing location for delivery of Designated SecuritiesConditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]SCHEDULE III — ISSUER FREE WRITING PROSPECTUS

Pricing Agreement. [UNDERWRITERS] As Representatives of the several Underwriters named on in Schedule I hereto, c/o , 200_ [ADDRESS] [DATE] Ladies and Gentlemen: SLM Funding LLCThe St. Paul Companies, Inc., a Delaware limited liability company Minnesota corporation (the “"Company”"), and SLM Education Credit Finance Corporationproposex, a Delaware corporation (“SLM ECFC”), propose, subject xubject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___[ ], 200___(the “200[ ](the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one hand, hand and ___and ___, [UNDERWRITERS] on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Shares specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”Shares"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated SecuritiesShares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, [(a)] the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities Shares set forth opposite the name of such Underwriter in Schedule I heretohereto and, less [(b) in the principal amount of Designated Securities covered by Delayed Delivery Contracts, if anyevent and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised]. [The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be specified in Schedule II. During exercised by written notice from the Representatives to the Company given within a period beginning from of 30 calendar days after the date of this Pricing Agreement for Agreement, setting forth the Designated Securities aggregate number of Optional Shares to be purchased and continuing the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and including the Closing Date, the Company agreesotherwise agree in writing, and SLM ECFC agrees that it will cause no earlier than two or later than ten business days after the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdomsuch notice]. If the foregoing is in accordance with your understanding, please sign and return to us ___[ ] counterparts hereofhereof [(one for the issuer and each of the Representatives plus one for each Counsel)], and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC THE ST. PAUL COMPANIES, INC. By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: -------------------------- Name: Title: Accepted as of the date hereof: [UNDERWRITERS] BY: By: ------------------------------- Name: Title: By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title On behalf of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by the Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]SCHEDULE I

Pricing Agreement. 20 ---------- -- -- Deutsche Bank Securities Inc. Banc of America Securities LLC As Representatives of the several Underwriters named on in Schedule I hereto, c/o , 200_ hereto Ladies and Gentlemen: SLM Funding LLCThe Rouse Company, a Delaware limited liability company Maryland corporation (the “"Company”"), and SLM Education Credit Finance Corporationproposes, a Delaware corporation (“SLM ECFC”), propose, subject xxxxect to the terms and conditions stated herein and in the Underwriting Agreement, dated ___November 21, 200___(the “2003 (the "Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; , and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___five counterparts hereof, hereof (one for the Company and one for each of the Representatives plus one for each counsel) and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC THE ROUSE COMPANY By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: ----------------------------- Name: Title: Accepted as of the date hereof: hereof DEUTSCHE BANK SECURITIES INC. By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC By: ----------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I ---------- Principal Amount of Designated Underwriter Securities to be Purchased Underwriter Class ----------- -------------------------- Deutsche Bank Securities Inc. $ Banc of America Securities LLC $ [Insert additional Underwriters] Total $ SCHEDULE II ----------- TITLE OF DESIGNATED SECURITIES: ___% Notes due 20__ AGGREGATE PRINCIPAL AMOUNT: $___________________ Class PRICE TO PUBLIC: ___ Class ___ SCHEDULE II Title % of each Class of Designated Securities: Aggregate the principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of the Designated Securities, plus accrued interest, if any, from _____________, 20__ PURCHASE PRICE BY UNDERWRITERS: ___% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ FORM OF DESIGNATED SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of DeliveryDelivery at the office of DTC. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]Federal or other same day funds TIME OF DELIVERY:

Pricing Agreement. [Manager] [Co-Manager, if any] As Representatives of the several Underwriters named on in Schedule I hereto, c/o [Street Address] New York, 200New York _______________, 199___ Ladies and GentlemenDear Sirs: SLM Funding LLCXxxxxx Financial, a Delaware limited liability company Inc. (the “"Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose") proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”)herein, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement Basic Provisions dated September 8, 1995 (the "Basic Provisions"), copies of which have previously been supplied to you, is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement Basic Provisions so incorporated by reference shall be deemed to refer to you. Unless Capitalized terms used herein, unless otherwise defined herein, terms defined have the meanings provided in the Underwriting Agreement are used herein as therein definedBasic Provisions. The Representatives designated Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to Section 12 of the Underwriting Agreement Registration Statement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as including the case may be, documents incorporated therein by reference. The Prospectus Supplement relating to the Designated Securities, in the form heretofore delivered to you you, is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceBasic Provisions, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. [The Company authorizes the Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, at the Time of Delivery a commission in the amount set forth in Schedule II hereto. Delayed Delivery Contracts are to be with purchasers of the types approved by the Company and set forth in the Prospectus and subject to other conditions therein set forth. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased by the several Underwriters and the aggregate principal amount of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount of Designated Securities to be purchased by all Underwriters shall be the total principal amount of Designated Securities set forth in Schedule I hereto less the principal amount of Designated Securities covered by Delayed Delivery Contracts. The Company will advise you not later than 10:00 A.M., if anyNew York City time, on the third full business day preceding the Time of Delivery (or at such later time as you may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1agree) of the FSMA does not apply sales of Designated Securities pursuant to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. Delayed Delivery Contracts which have been so approved.] * * * If the foregoing is in accordance with your understanding, please sign and return to us ___two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC XXXXXX FINANCIAL, INC. By: ------------------------------------ Name: ---------------------------------- Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: --------------------------------- Accepted as of the date hereof: By: Name: Title: By: Name: Title: ------------------------------------ [Manager] ------------------------------------ [Co-Manager, if any] On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ----------------------------------- [Manager].................................................. $______________ Class [Co-Manager, if any]....................................... [Names of other Underwriters].............................. Total $___ Class ____________ SCHEDULE II Registration Statement No.: Title of each Class of Designated Securities: [__%] [Floating Rate] [Zero Coupon] [Senior] [Subordinated] [Junior Subordinated] [Notes] [Debentures] due _________________________________________________________________________ Aggregate Principal Amount: $____________________________ Denominations: [$1,000] [$5,000] [$______________ ] Price to Public: ___% of the principal amount of each Class: the Designated Securities, plus accrued interest from _______________ to the Time of Delivery [and accrued amortization, if any, from _______________ to the Time of Delivery] Price to Public Underwriters: ___% of each Class: Purchase Price by Underwriters the principal amount of each Class: Specified funds for payment the Designated Securities, plus accrued interest from _______________ to the Time of purchase price: Delivery [and accrued amortization, if any, from _______________ to the Time of Delivery] Indenture: [Senior Indenture] [Subordinated Indenture] [Junior Subordinated Indenture] Maturity: _______________, 19___ Interest Rate: Form [___]% [Zero Coupon] [Method of determination] Interest Payment Dates: [Months and dates] Interest Payment Record Dates: [Months and dates] Redemption Provisions: [No redemption provisions) [The Designated Securities: Time Securities may be redeemed in whole or in part at the option of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Noticesthe Company, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005amount of $_____ or an integral multiple thereof, [on or after ____________ at the following redemption prices (expressed in percentages of principal amount). If redeemed during the 12-3month period beginning _______________, Year Redemption Price ---- ---------------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] ANNEX II(b) The [on any interest payment date falling on or after _________, at the election of the Company, SLM ECFC and at a redemption price equal to the Servicer: Internal Counsel Opinion principal amount thereof, plus accrued interest to the date of redemption.] [Opinion to be issuedOther possible redemption provisions, which will be substantially such as mandatory redemption upon occurrence of certain events or redemption for changes in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3tax law.]

Pricing Agreement. As Representatives [Debt Securities] [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of the several Underwriters named on in Schedule I heretoI] Dear Sirs: King Pharmaceuticals, c/o , 200_ Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company Inc. (the “"Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, ") proposes subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the “[date](the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one hand, hand and [___and ___, _] on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions provision had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to Section 12 of the Underwriting Agreement Registration Statement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as including the case may be, documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities, ) in the form heretofore delivered to you is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceAgreement, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount or number, as applicable, of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. [The Company authorizes the Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, at the Time of Delivery a commission in the amount set forth in Schedule II. Delayed Delivery Contracts are to be with purchasers of the types approved by the Company and set forth in the Prospectus and subject to other conditions set forth in such Delayed Delivery Contracts. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount or number of shares, as applicable, set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount or number of shares, as applicable, set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased by the several Underwriters and the aggregate principal amount or number of shares, as applicable, of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount or number of shares, as applicable, of Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount or number of shares, as applicable, of Designated Securities to be purchased by all Underwriters shall be the total principal amount or number of shares, as applicable, of Designated Securities set forth in Schedule I hereto less the principal amount or number of shares, as applicable, of Designated Securities covered by Delayed Delivery Contracts. As used in this paragraph and in the immediately preceding paragraph, the "aggregate principal amount" of Designated Securities shall mean the aggregate principal amount of the Designated Securities that are debt securities plus the public offering price, if any, as may be specified of any debt warrants included in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. .] If the foregoing is in accordance with your understanding, please sign and return to us ___two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted granted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereofyou by such Underwriter. Very truly yours, SLM Funding LLC King Pharmaceuticals, Inc. --------------------- By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: Accepted as of the date hereof: By: Name: Title: By: Name: Title: [Insert signature block[s] for the Representative[s], acting on behalf of the Underwriters, or for each Underwriter if no syndicate.] SCHEDULE I Underwriters [Principal Amount Amount] Number of Designated [Number] of Designated Securities that are Debt Securities to be Warrants to be Purchased] Purchased Underwriter Class ___ Class ___ Class ___ [Names of Underwriters] Total SCHEDULE II Title of each Class of [Debt Securities] [Preferred Stock] [Common Stock] [If Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for NoticesSecurities are debt securities or debt securities which include debt warrants, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]insert:

Pricing Agreement. As Representatives of To the several Underwriters named on in Schedule I hereto, to the Underwriting Agreement c/o ____________________ ________________________ ________________________ __________ _____, 200_____ Ladies and GentlemenDear Sirs: SLM Funding LLCLincoln National Capital ___, a statutory business trust formed under the laws of the State of Delaware limited liability company (the “Company”), "Designated Trust") and SLM Education Credit Finance Lincoln National Corporation, a Delaware an Indiana corporation (“SLM ECFC”the "Guarantor"), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ____________, 200___(the “1998 (the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Guarantor on the one hand, hand and ___and ___the Underwriters named in Schedule I to the Underwriting Agreement, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued " consisting of Firm Designated Securities and secured pursuant any Optional Designated Securities the Underwriters may elect to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”purchase). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the Company Designated Trust agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Designated Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount number of Firm Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less and (b) in the principal amount event and to the extent that the Underwriters shall exercise the election to purchase Optional Designated Securities, as provided below, the Designated Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Designated Trust at the purchase price to the Underwriters set out in Schedule II hereto that portion of the number of Optional Designated Securities covered by Delayed Delivery Contracts, if any, as to which such election shall have been exercised. The Designated Trust hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities may be specified in Schedule II. During exercised by written notice from the Representatives to the Designated Trust and the Guarantor given within a period beginning from of 10 calendar days after the date of this Pricing Agreement for Agreement, setting forth the aggregate number of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives, the Guarantor and the Designated Securities and continuing to and including Trust otherwise agree in writing, no earlier than two or later than ten business days after the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdomsuch notice. If the foregoing is in accordance with your understanding, please sign and return to us ___eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters Underwriters, the Designated Trust and the Company, SLM ECFC and SLM CorporationGuarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Guarantor for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC LINCOLN NATIONAL CORPORATION By: :_______________________________________ Name: Title: SLM Education Credit Finance Corporation LINCOLN NATIONAL CAPITAL _____ By: Name: Title: Accepted and agreed with respect to Sections 8Lincoln National Corporation, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation as Depositor By: :_______________________________________ Name: Title: Accepted as of the date hereof: By: Name: Title: By: Name: Title: [Name(s) of Representative(s)] As Representatives of the Underwriters Named in Schedule I hereto ___________________________________ On behalf of each of the Underwriters named on Schedule I hereto SCHEDULE I Principal Amount Number of Firm Number of Designated Maximum Optional Securities to be Designated Securities Underwriters Purchased Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: be Purchased ------------ ---------------- --------------------- [Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The ] . . . [Names of Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]. . . . ---------------- ---------------------

Pricing Agreement. Wachovia Capital Markets, LLC One Wachovia Center 301 South College Street Charlotte, NC 28288 Credit Suisse First Bosxxx XXX 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 As Representatives of the several Underwriters named on Schedule sxxxxxx Xxxxxxxxxxxx xxxxx xx Xchedule I heretohereto November 8, c/o , 200_ 2004 Ladies and Gentlemen: SLM Funding LLCXL Capital Ltd, a Delaware Cayman Islands exempted limited liability company (the “"Company”"), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___November 8, 200___(the “2004 (the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one handhand and Wachovia Capital Markets, LLC and ___and ___Credit Suisse First Boston LLC, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Debt Securities specified in Schedule II hereto II-A (the “Designated such Debt Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee "2014 Debt Securities") and ___Schedule II-B (such Debt Securities, as trustee (the “Indenture Trustee”)"2024 Debt Securities" and, together with the 2014 Debt Securities, the "Designated Debt Securities") hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Debt Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Debt Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of in Schedule II II-A and Schedule II-B hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Debt Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II II-A and Schedule II-B hereto, the aggregate principal amount of Designated Debt Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___one for the Company and one for each of the Representatives plus one for each counsel counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the CompanyCompany for examination, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC XL Capital Ltd By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: -------------------------------- Name: Title: Accepted as of the date hereof: Wachovia Capital Markets, LLC Credit Suisse First Boston LLC By: Wachovia Capital Markets, LLC By: -------------------------------- Name: Title: By: Credit Suisse First Boston LLC By: -------------------------------- Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Principal Amount PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF 2014 DEBT OF 2024 DEBT SECURITIES SECURITIES UNDERWRITER TO BE PURCHASED TO BE PURCHASED ----------- --------------- --------------- Wachovia Capital Markets, LLC................. $66,000,000 $77,000,000 Credit Suisse First Boston LLC................ 66,000,000 77,000,000 HSBC Securities (USA) Inc. ................... 54,000,000 63,000,000 KeyBanc Capital Markets, a Division of Designated McDonald Investments Inc. ... 54,000,000 63,000,000 ABN AMRO Incorporated......................... 7,500,000 8,750,000 Banc of America Securities to be Purchased Underwriter Class ___ Class ___ Class ___ LLC................ 7,500,000 8,750,000 BNP Paribas Securities Corp. ................. 7,500,000 8,750,000 Calyon Securities (USA) Inc. ................. 7,500,000 8,750,000 Greenwich Capital Markets, Inc. .............. 7,500,000 8,750,000 ING Financial Markets LLC..................... 7,500,000 8,750,000 Lazard Freres & Co. LLC....................... 7,500,000 8,750,000 Scotia Capital (USA) Inc. .................... 7,500,000 8,750,000 Total................................. $300,000,000 $350,000,000 ============ ============ SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005II-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]A TITLE OF DEBT SECURITIES:

Pricing Agreement. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC As Representatives of the several Underwriters named on in Schedule I hereto, hereto c/o x Xxxxxxx Xxxxx, 200_ Xxxxxx, Xxxxxx & Xxxxx Incorporated One Bryant Park New York, New York 10036 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 November 19, 2012 Ladies and Gentlemen: SLM Funding LLCPitney Xxxxx Inc., a Delaware limited liability company corporation (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated ___November 19, 200___(the 2012 (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued , consisting of Firm Securities and secured pursuant any Optional Securities the Underwriters may elect to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”)purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined)) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented prior to the execution of this Pricing Agreement, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 11 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth at the end of in Schedule II heretoII. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, : (i) the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II heretoII, the principal amount of Designated Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto, less on the principal amount of Designated terms referred to in the paragraph above. Any such election to purchase Optional Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During exercised by written notice from the Representatives to the Company given within a period beginning from of 30 calendar days after the date of this Pricing Agreement for Agreement, setting forth the Designated principal amount of Optional Securities to be purchased and continuing the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and including the Closing Date, the Company agreesotherwise agree in writing, and SLM ECFC agrees that it will cause no earlier than two or later than ten business days after the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdomsuch notice. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC Pitney Xxxxx Inc. By: Name: /s/ Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx Title: SLM Education Credit Finance Corporation Executive Vice President and Chief Financial Officer By: Name: /s/ Xxxxx Xxxx Name Xxxxx Xxxx Title: Accepted Vice President and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: Treasurer Accepted as of the date hereof: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director On behalf of themselves and the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated $ 43,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 43,500,000 RBC Capital Markets, LLC $ 5,000,000 RBS Securities Inc. $ 5,000,000 BNY Mellon Capital Markets, LLC $ 1,000,000 HSBC Securities (USA) Inc. $ 1,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 1,000,000 Total $ 100,000,000 SCHEDULE II DESIGNATED SECURITIES Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]5.25% Notes due November 2022 Applicable Time:

Pricing Agreement. [ ] As Representatives of the several Underwriters named on in Schedule I hereto, c/o [ADDRESS OF REPRESENTATIVES] , 20020__ Ladies and Gentlemen: SLM Funding LLCPitney Xxxxx Inc., a an Delaware limited liability company corporation (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated ___, 200___(the [DATE] (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued , consisting of Firm Securities and secured pursuant any Optional Securities the Underwriters may elect to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”)purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined)) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 11 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth at the end of in Schedule II heretoII. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, : (i) the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II heretoII, the principal amount of Designated Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto, less on the principal amount terms referred to in the paragraph above for the sole purpose of Designated covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During exercised by written notice from the Representatives to the Company given within a period beginning from of 30 calendar days after the date of this Pricing Agreement for Agreement, setting forth the Designated principal amount of Optional Securities to be purchased and continuing the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and including the Closing Date, the Company agreesotherwise agree in writing, and SLM ECFC agrees that it will cause no earlier than two or later than ten business days after the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdomsuch notice. If the foregoing is in accordance with your understanding, please sign and return to us ___nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation Pitney Xxxxx Inc. By: Name: Title: Accepted as of the date hereof: By: Name: Title: [REPRESENTATIVE] By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased Underwriter Class ___ Class ___ Class ___ Total SCHEDULE II II— [DESIGNATED SECURITIES] Title of each Class of Designated Securities: Applicable Time: Rank: Aggregate principal amount of each Classamount: Price to Public of each ClassPublic: Purchase Price by Underwriters Underwriters: Form of each ClassDesignated Securities: Specified funds for payment of purchase price: Time of Delivery: Indenture: Maturity: Interest Rate: Form Interest Payment Dates: Regular Record Dates: Currency of Designated SecuritiesDenominations: Time Currency of DeliveryPayment: Redemption Provisions: Sinking Fund Provisions: Closing location for delivery of Designated Securities: Listing Requirements: Additional Closing Conditions: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]:

Pricing Agreement. Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxx Brothers Inc. The Xxxxxxxx Capital Group, L.P. As Representatives of the several Underwriters named on in Schedule I hereto, c/o 000 Xxxx Xxxxxx Xxx Xxxx, 200_ Ladies and GentlemenXxx Xxxx 00000. April o, 2000 Dear Sirs: SLM Funding LLCThe St. Xxxx Companies, Inc., a Delaware limited liability company Minnesota corporation (the “"Company”"), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___April o, 200___(the “2000 (the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one handhand and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, Xxxxxx Brothers Inc. and ___and ___The Xxxxxxxx Capital Group, L.P. on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___[One for the issuer and each of the Representatives plus one for each Counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC THE ST. XXXX COMPANIES, INC. By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: :_______________________________ Name: Title: Accepted as of the date hereof: ByXXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION XXXXXX BROTHERS INC. THE XXXXXXXX CAPITAL GROUP, L.P. BY: XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION By:---------------------------------- Name: Title: By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title On behalf of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by the Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]SCHEDULE I

Pricing Agreement. [UNDERWRITERS] As Representatives of the several Underwriters named on in Schedule I hereto, c/o , 200_ [ADDRESS] [DATE] Ladies and Gentlemen: SLM Funding LLCThe St. Xxxx Companies, Inc., a Delaware limited liability company Minnesota corporation (the “"Company”"), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___April o, 200___(the “2000 (the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one hand, hand and ___and ___, [UNDERWRITERS] on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___[One for the issuer and each of the Representatives plus one for each Counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC THE ST. XXXX COMPANIES, INC. By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: ----------------------------------- Name: Title: Accepted as of the date hereof: [UNDERWRITERS] BY: By: -------------------------------- Name: Title: By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ PRINCIPAL AMOUNT OF DESIGNATED UNDERWRITER SECURITIES ----------- TO BE PURCHASED --------- [UNDERWRITER]......................................... $ [UNDERWRITER]. ....................................... [UNDERWRITER]......................................... Total........................................ ---------- $ ========== SCHEDULE II Title of each Class of Designated SecuritiesTITLE OF DESIGNATED SECURITIES: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest [ %] [Floating Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion ] [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3Zero Coupon] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3Notes] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]Debentures] due ,

Pricing Agreement. 19__ [ Underwriters ] As Representatives of the several Underwriters named on in Schedule I hereto, c/o , 200_ Ladies and Gentlemenhereto Dear Sirs: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Burlington Northern Santa Fe Corporation, a Delaware corporation (“SLM ECFC”the "Company"), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated __________, 200___(the “199_ (the "Underwriting Agreement”"), between the Company, SLM ECFC and SLM Corporation, Company on the one hand, hand and ___and ___[ ] as Co-Representatives, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___seven counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC BURLINGTON NORTHERN SANTA FE CORPORATION By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: __________________________ Name: Title: Accepted as of the date hereof: By: __________________________ Name: Title: By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ ----------- [ ] $ [Names of Underwriters] $ ------------ Total...................................................... $ ============ SCHEDULE II Title of each Class of Designated Securities: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due Aggregate principal amount: [$] Price to Public: ___% of the principal amount of each Class: Price the Designated Securities, plus accrued interest from ______________ to Public of each Class: _____________ [and accrued amortization, if any, from ________________ to ____________] Purchase Price by Underwriters Underwriters: __% of each Class: the principal amount of the Designated Securities, plus accrued interest from __________ to _________ [and accrued amortization, if any, from ____________ to ____________] Specified funds for payment of purchase price: [By wire transfer to a bank account specified by the Company in [next day] [immediately available funds] Indenture: Indenture dated ____________, 19__, between the Company and _________________, as Trustee Maturity: Interest Rate: Form [__%] [Zero Coupon] [See Floating Rate Provisions] Interest Payment Dates: [months and dates] Redemption Provisions: [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Noticesthe Company, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005amount of [$] or an integral multiple thereof, [on or after ______________, at the following redemption prices (expressed in percentages of principal amount.) (f [redeemed on or before _____________, ___% and if] redeemed during the 12-3month period beginning _______________, Redemption Year Price ---- ---------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] ANNEX II(b) The [on any interest payment date falling in or after ______________, __________, at the election of the Company, SLM ECFC and at a redemption price equal to the Servicer: Internal Counsel Opinion principal amount thereof, plus accrued interest to the date of redemption.] [Opinion to be issuedOther possible redemption provisions, which will be substantially such as mandatory redemption upon occurrence of certain events or redemption for changes in the form provided for SLM Student Loan Trust 2005-3tax law] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3Restriction on refunding]

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named on in Schedule I hereto, [c/o Book-Running Representative(s)] [Address] City, 200_ State ZIP .............., 20.. Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Fluor Corporation, a Delaware corporation (“SLM ECFC”the "Company"), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated ___, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ______, on the other hand, that the Company will cause the trust 20___ (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”"Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued " consisting of Firm Securities and secured pursuant any Optional Securities the Underwriters may elect to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”)purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 11 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth at the end of in Schedule II heretoII. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount number of Designated Firm Securities set forth opposite the name of such Underwriter in Schedule I heretohereto and, less (b) in the principal amount of Designated Securities covered by Delayed Delivery Contracts, if anyevent and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be specified in Schedule II. During exercised by written notice from the Representatives to the Company given within a period beginning from of 30 calendar days after the date of this Pricing Agreement for Agreement, setting forth the Designated aggregate number of Optional Securities to be purchased and continuing the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and including the Closing Date, the Company agreesotherwise agree in writing, and SLM ECFC agrees that it will cause no earlier than two or later than ten business days after the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdomsuch notice. If the foregoing is in accordance with your understanding, please sign and return to us ______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the CompanyCompany for examination, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC FLUOR CORPORATION By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: :_________________________ Name: Title: Accepted as of the date hereof: [Name of Book-Running Representative(s)] [Name(s) of Co-Representative(s)] [By: Name: Title: By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ________________ SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]I MAXIMUM NUMBER OF OPTIONAL NUMBER OF SHARES WHICH FIRM SHARES MAY BE UNDERWRITER TO BE PURCHASED PURCHASED ----------- --------------- ---------

Pricing Agreement. As [Name and Address of Representatives of the several Underwriters named on Schedule I heretoUnderwriters] September __, c/o , 200_ 1998 Ladies and Gentlemen: SLM Funding LLCMBIA Inc., a Delaware limited liability company Connecticut corporation (the “"Company”"), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), proposeproposes, subject to the terms and conditions stated herein and in the Underwriting AgreementAgreement -- Standard Terms, dated September ___, 200___(the “_ 1998 (the "Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Student Loan-Backed Notes (the “Notes”) Securities specified in Schedule II hereto (the “"Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”"). Each of the provisions of the Underwriting Agreement Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale, is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the TrustCompany, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, SLM ECFC and SLM Corporation Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: Accepted as of the date hereof: By: Name: Title: By: Name: Title: SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ SCHEDULE II Title of each Class of Designated Securities: Aggregate principal amount of each Class: Price to Public of each Class: Purchase Price by Underwriters of each Class: Specified funds for payment of purchase price: Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etcMBIA INC.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]