0001047469-02-002774 Sample Contracts

Underwriting Agreement
SLM Funding Corp • November 13th, 2002 • Asset-backed securities • New York

From time to time the Student Loan Marketing Association ("Sallie Mae"), a corporation formed under the laws of the United States, and SLM Funding Corporation, a Delaware corporation and a wholly-owned subsidiary of Sallie Mae (the "Company"), propose to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine. Subject to the terms and conditions stated herein and therein, the Company proposes to cause the Trust specified in the applicable Pricing Agreement to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (each firm constituting the "Underwriter" with respect to such Pricing Agreement and the securities specified therein) certain of such Trust's Student Loan-Backed Notes (the "Notes") specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"), less the principal amount of D

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TRUST AGREEMENT between SLM FUNDING CORPORATION, as Depositor and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee Dated as of November 1, 2002
Trust Agreement • November 13th, 2002 • SLM Funding Corp • Asset-backed securities • Delaware

TABLE OF CONTENTS ARTICLE V Application of Trust Funds; Certain Duties ARTICLE VI Authority and Duties of Eligible Lender Trustee ARTICLE VII Concerning the Eligible Lender Trustee ARTICLE VIII Compensation and Indemnity of Eligible Lender Trustee ARTICLE IX Termination of Trust Agreement ARTICLE X Successor Eligible Lender Trustees and Additional Eligible Lender Trustees ARTICLE XI Miscellaneous RESERVED RESERVED TRUSTEE'S CERTIFICATE OF AUTHENTICATION ASSIGNMENT

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number • November 13th, 2002 • SLM Funding Corp • Asset-backed securities • New York

These Purchase Agreement Master Securitization Terms Number 1000 ("Master Terms") dated as of November 5, 2002 among SLM Funding Corporation ("Funding"), Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefit of Funding under the Interim Trust Agreement dated as of November 1, 2002 between Funding and the Interim Eligible Lender Trustee, and Student Loan Marketing Association ("Sallie Mae"), shall be effective upon execution by the parties hereto. References to Funding herein mean the Interim Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Eligible Loans.

Pricing Agreement
SLM Funding Corp • November 13th, 2002 • Asset-backed securities

SLM Funding Corporation, a Delaware corporation (the "Company"), and the Student Loan Marketing Association, a corporation formed under the laws of the United States ("Sallie Mae"), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 23, 2002 (the "Underwriting Agreement"), between the Company and Sallie Mae, on the one hand, and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., on the other hand, that the Company will cause the trust (the "Trust") formed pursuant to the Trust Agreement dated as of November 1, 2002 between the Company and Chase Manhattan Bank USA, National Association, 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 as of November 1, 2002 (the "In

SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
16 Sale Agreement • November 13th, 2002 • SLM Funding Corp • Asset-backed securities • New York

These Sale Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") dated as of November 5, 2002 among SLM Funding Corporation ("Seller"), Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefit of the Seller under the Interim Trust Agreement dated as of November 1, 2002 between Seller and the Interim Eligible Lender Trustee, Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2002-6 (the "Eligible Lender Trustee"), and SLM Student Loan Trust 2002-6 (the "Purchaser"), shall be effective upon execution by the parties hereto. References to the Seller herein mean the Interim Eligible Lender Trustee, and references to the Purchaser mean the Eligible Lender Trustee, for all purposes involving the holding or transferring of legal title to the Trust Studen

SLM STUDENT LOAN TRUST 2002-6 ADMINISTRATION AGREEMENT SUPPLEMENT Dated as of November 5, 2002 to MASTER ADMINISTRATION AGREEMENT Dated as of May 1, 1997 Between SLM FUNDING CORPORATION and STUDENT LOAN MARKETING ASSOCIATION
Administration Agreement • November 13th, 2002 • SLM Funding Corp • Asset-backed securities

This Supplement is being delivered to the Administrator pursuant to and in satisfaction of the conditions set forth in Section 1.2(a) of the Agreement with respect to SLM Student Loan Trust 2002-6 (the "Trust"). The provisions of this Supplement shall be applicable only to SLM Student Loan Trust 2002-6.

INTERIM TRUST AGREEMENT between SLM FUNDING CORPORATION, as the Seller and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of November 1, 2002
Interim Trust Agreement • November 13th, 2002 • SLM Funding Corp • Asset-backed securities • Delaware

INTERIM TRUST AGREEMENT dated as of November 1, 2002, between SLM FUNDING CORPORATION, a Delaware corporation (the "Seller") and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender Trustee").

SERVICING AGREEMENT among SALLIE MAE SERVICING L.P., STUDENT LOAN MARKETING ASSOCIATION, as Administrator SLM STUDENT LOAN TRUST 2002-6, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender...
Servicing Agreement • November 13th, 2002 • SLM Funding Corp • Asset-backed securities • New York

WHEREAS, Eligible Lender Trustee will acquire certain education loans to be held in the Trust formed pursuant to a trust agreement (the "Trust Agreement"), dated as of November 1, 2002, between SLM Funding Corporation and Eligible Lender Trustee;

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