Common use of TERMS, CONDITIONS AND COVENANTS Clause in Contracts

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (equal to $3,112,062,479 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 ___________ (equal to $3,112,062,479 _____________ (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 ___________ (representing the Reserve Account Initial Deposit), less $4,100,000 ____________ (representing the Collection Account Initial Deposit), less $95,000,000 ___________ (representing the Capitalized Interest Account Initial Deposit) and less $9,825,371.55 __________ (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC each of the Seller and the Eligible Lender Trustee on behalf of the Seller hereby sells to the Interim Purchaser and the Eligible Lender Trustee for on behalf of the benefit of Funding Purchaser the entire right, title and interest of SLM ECFC the Seller (and with respect to legal title, the Eligible Lender Trustee on behalf of the Seller) in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 Sale Agreement, dated as of November 23, 2004 (the “"Master Terms”) Terms Sale Agreement"), and any amendments thereto, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (1,465,934,280, equal to $3,112,062,479 1,481,226,472 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $7,540,141 3,713,868 (representing the Reserve Account Initial Deposit), and less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 7,302,491 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Terms Sale Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Sale Agreement. All references in the Master Terms Sale Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Sale Agreement and makes such representations and warranties with respect to the Initial Loans described in governed by this Sale Agreement. Each of the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx tx xxe Bill of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors txx xpplicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed coxxxxued as, a valid sale of such Purchased Loans from SLM ECFC the Seller (and with respect to legal title, the Interim Eligible Lender Trustee for the benefit of Fundingand on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC the Seller hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (2,242,914,704 equal to $3,112,062,479 (representing 1,945,557,993 3(representing the sale price of the Floating Rate Notes less underwriters’ discounts and fees), plus $327,075,706 (representing the sale price of the Reset Rate Notes less initial purchasers’ commissions and fees), less $7,540,141 5,638,995 (representing the Reserve Account Initial Deposit), less $4,100,000 24,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $95,000,000 75,000 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), and less $9,825,371.55 5,000 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositRemarketing Agents’ Upfront Fee). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,524,096,503 (equal to $3,112,062,479 1,527,877,800 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 3,743,797 (representing the Reserve Account Initial Deposit), ) less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 0 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 42,500 (representing the Add-On Consolidation Loan upfront fee on the Swap Agreement)) In addition, Xxxxxx Xxx shall make the Collection Account Initial Deposit)Deposit of $833,304.78 on behalf of the Issuer from the Initial Payment. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Mae hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Xxx authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Xxx to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Mae hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ----------------------- ASSOCIATION (Seller) ----------- By: _________________________ Name: _______________________ Title: ______________________ SLM FUNDING CORPORATION ----------------------- (Purchaser) By: _________________________ Name: _______________________ Title: ______________________ CHASE MANHATTAN BANK -------------------- USA, NATIONAL ASSOCIATION, not ------------------------- in its individual capacity but solely as Interim Eligible Lender Trustee By: _________________________ Name: _______________________ Title: ______________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED ------------------------- Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. -------------------------------------------------------------------------------- SELLER -------------------------------------------------------------------------------- Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: _________________ By: __________________________ Name: ________________________ Title: _______________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PURCHASER -------------------------------------------------------------------------------- Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM ECFCFunding Corporation By: __________________________ (Signature of Authorized Signatory for Purchaser) Name: ___________________________ Title: __________________________ Date of Purchase: _______________ -------------------------------------------------------------------------------- XXXX OF SALE DATED MAY 14, 2002 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of May 1, 2002 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. /1/ After the Cutoff Date, Xxxxxx Xxx determined that $830,648.57 of the Trust Student Loans (identified in the "Exception List" attached hereto) on the listing of loans on the following page were ineligible for sale to Funding and to the Trust and will not be sold hereunder. On the Closing Date, $830,648.57 plus $2,656.21 (representing accrued interest, at the weighted average effective interest rate to the holder of those student loans, from the Cutoff Date to the Closing Date) will be deposited by Xxxxxx Mae into the Collection Account in lieu of those student loans. This amount will be included with other Available Funds on the first Distribution Date. ADDITIONAL LOAN CRITERIA ------------------------ [X] Not in claims status, not previously rejected [X] Not in litigation [X] Last disbursement is greater than 120 days from cutoff date [X] Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corporation Great Lakes Higher Education Corp. Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority -------------------------------------------------------------------------------- SELLER -------------------------------------------------------------------------------- Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: _________________ By: __________________________ Name: ________________________ Title: _______________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PURCHASER -------------------------------------------------------------------------------- Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation By: __________________________ (Signature of Authorized Signatory for Purchaser) Name: ___________________________ Title: __________________________

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Trustee, the Trustee and the Interim Eligible Lender TrusteePurchaser. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,075,400,389.70 (equal to $3,112,062,479 1,196,421,478.70 (representing the sale price of the Notes less underwriters’ discounts and fees), commissions) less $7,540,141 1,300,000 (representing the Collection Account Initial Deposit) less $2,721,089 (representing the Reserve Account Initial Deposit), ) less $4,100,000 117,000,000 (representing the Collection Cash Capitalization Account Initial Deposit), less $95,000,000 (representing ) and the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)Excess Distribution Certificate. This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached makes such representations and warranties with respect to the Initial Xxxx of Loans governed by this Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing DateAgreement. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC the Seller and the Interim Trustee on behalf of the Seller hereby grants grant to the Interim Eligible Lender Trustee for on behalf of the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (2,001,426,824 equal to $3,112,062,479 1,177,356,429 (representing the sale price of the Floating Rate Notes less underwriters’ discounts ' commissions and fees), plus $843,396,769 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $7,540,141 5,013,374 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 14,250,000 (representing the Capitalized Interest Account Initial Deposit) ), and less $9,825,371.55 63,000,000 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositInterest Rate Cap Agreement Upfront Payment). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC each of the Seller and the Eligible Lender Trustee on behalf of the Seller hereby sells to the Interim Purchaser and the Eligible Lender Trustee for on behalf of the benefit of Funding Purchaser the entire right, title and interest of SLM ECFC the Seller (and with respect to legal title, the Eligible Lender Trustee on behalf of the Seller) in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 Sale Agreement, dated as of December 15, 2005 (the “"Master Terms”) Terms Sale Agreement"), and any amendments thereto, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (1,006,661,221.87, equal to $3,112,062,479 1,023,684,185 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $7,540,141 2,525,763 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 13,700,000 (representing the Capitalized Interest Account Initial Deposit) ), and less $9,825,371.55 797,200 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Collection Account Initial Deposit). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Terms Sale Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Sale Agreement. All references in the Master Terms Sale Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Sale Agreement and makes such representations and warranties with respect to the Initial Loans described in governed by this Sale Agreement. Each of the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx xxx Bill of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors thx xxplicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed conxxxxed as, a valid sale of such Purchased Loans from SLM ECFC the Seller (and with respect to legal title, the Interim Eligible Lender Trustee for the benefit of Fundingand on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC the Seller hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan in loxx xn an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC each of the Seller and the Eligible Lender Trustee on behalf of the Seller hereby sells to the Interim Purchaser and the Eligible Lender Trustee for on behalf of the benefit of Funding Purchaser the entire right, title and interest of SLM ECFC the Seller (and with respect to legal title, the Eligible Lender Trustee on behalf of the Seller) in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 Sale Agreement, dated as of June 15, 2005 (the “"Master Terms”) Terms Sale Agreement"), and any amendments thereto, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (2,038,518,766, equal to $3,112,062,479 2,078,612,548 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $7,540,141 5,093,782 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 35,000,000 (representing the Capitalized Interest Account Initial Deposit) ), and less $9,825,371.55 0 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Collection Account Initial Deposit). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Terms Sale Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Sale Agreement. All references in the Master Terms Sale Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Sale Agreement and makes such representations and warranties with respect to the Initial Loans described in governed by this Sale Agreement. Each of the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx tx xxe Bill of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors txx xpplicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed coxxxxued as, a valid sale of such Purchased Loans from SLM ECFC the Seller (and with respect to legal title, the Interim Eligible Lender Trustee for the benefit of Fundingand on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC the Seller hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,547,303,410.75 (equal to $3,112,062,479 2,568,562,634.75 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 6,259,224 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Depositinitial deposit into the Collection Account). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ASSOCIATION SLM FUNDING CORPORATION (Seller) (Purchaser) By: By: ------------------------------- ------------------------------ Name: Name: ----------------------------- ---------------------------- Title: Title: ---------------------------- --------------------------- CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Not in its individual capacity but solely as Interim Eligible Lender Trustee By: ------------------------------- Name: ----------------------------- Title: ---------------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED SEPTEMBER 11, 1997 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER =================================== Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Washington, D.C. 20007 Lender Code: ---------------- By: ---------------------------- (Signature of Authorized Officer of Seller) Name: ------------------------- Title: ------------------------ =================================== PURCHASER =================================== Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of the SLM ECFCFunding Corporation under the Interim Trust Agreement dated Sept. 1, 1997 By: --------------------------- (Signature of Authorized Signatory for Purchaser) Name: ------------------------- Title: ------------------------ Date of Purchase: Sept. 11, 1997 =================================== ----------------------------------------------------------------- NOTE: Boxed areas on this form are to be completed by Purchaser. ----------------------------------------------------------------- ATTACHMENT B XXXX OF SALE DATED SEPTEMBER 11, 1997 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of September 1, 1997 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS OFFERED BY ACCEPTED BY ELIGIBLE SELLER LENDER TRUSTEE Number of Principal Number of Principal LOAN TYPE Loans* Balance** Loans* Balance** --------- ------ --------- ------ --------- SUBSIDIZED XXXXXXXX ------------------- Interim 195,065 678,306,186 195,065 678,306,186 Repayment 301,571 902,007,340 301,571 902,007,340 ------- ------------- ------- ------------- 496,636 1,580,313,526 496,636 1,580,313,526 UNSUBSIDIZED XXXXXXXX --------------------- Deferred 82,681 353,275,590 82,681 353,275,590 Repayment 71,739 243,346,273 71,739 243,346,273 ------- ------------- ------- ------------- 154,420 596,621,863 154,420 596,621,863 PLUS/SLS -------- Deferred 17,411 90,953,635 17,411 90,953,635 Non-Deferred 51,668 235,800,610 51,668 235,800,610 ------- ------------- ------- ------------- 69,079 326,754,245 69,079 326,754,245 CONSOLIDATION 0 0 0 0 ------------- TOTAL 720,135 2,503,689,634 720,135 2,503,689,634 ------- ------------- ------- ------------- ADDITIONAL LOAN CRITERIA ------------------------ Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Connecticut Student Loan Foundation Educational Credit Management Corporation Florida Department of Education Office of Student Financial Assistance Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education New Jersey Higher Education Assistance Authority N.Y. State Higher Education Services Corporation Northstar Guarantee Inc. Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. SELLER =================================== Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Washington, D.C. 20007 Lender Code: ______________ By: ------------------------------- (Signature of Authorized Officer of Seller) Name: ------------------------------ Title: ----------------------------- =================================== PURCHASER =================================== Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation By: ----------------------------- (Signature of Authorized Signatory for Purchaser) Name: -------------------------- Title: ------------------------- Date of Purchase: Sept. 11, 1997 =================================== -------------------------------------------------- NOTE: Boxed areas are for completion by Purchaser -------------------------------------------------- OFFICER'S CERTIFICATE

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC Sallie Mae hereby sells to the Interim Eligible Lender Trustee for the benefit xxx xxx xxxxfit of Funding the entire right, title and interest of SLM ECFC Sallie Mae in the Loans accepted for purchase, subject to all the terms and conditions terxx xxx xxxditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSallie Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for Inixxxx Xayment of the Loans shall equal $2,977,419,787.97 1,260,730,441 (equal to $3,112,062,479 1,265,870,537 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 3,140,096 (representing the Reserve Account Initial Deposit), ) less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 2,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Sallie Mae hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Formmakes, as of the Closing Datedate hereof, all the representatioxx xxx xxxranties contained in the Master Terms and makes such representations and warranties with respect to the Loans governed by this Purchase Agreement. SLM ECFC Sallie Mae authorizes the Interim Eligible Lender Trustee for the benefit of benxxxx xf Funding to use a copy of the Initial Xxxx Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx xxx Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors txx Xuarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bill of Sale and related Loan Transmittal Summary Form be, and be construed asax, a x valid sale of such Purchased Loans from SLM ECFC Sallie Mae to the Interim Eligible Lender Trustee for the benefit of FundingXxxxxxg. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Sallie Mae hereby grants to the Interim Eligible Lender Trustee for the benefit txx xxxexxx of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bill of Sale and related Loan Transmittal Xxxxsmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 1,553,311,419.40 (equal to $3,112,062,479 1,537,774,787.40 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 3,813,368 (representing the Reserve Account Initial Deposit), ) and less $4,100,000 650,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of governed by this Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding for the benefit of the Initial Purchaser of the Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCELC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (1,296,919,957.73, equal to $3,112,062,479 1,284,079,166.06 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), less $7,540,141 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account DepositLoans accepted for Purchase) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)multiplied by 101%. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Loans or Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC ELC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC ELC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC ELC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 2,975,714,632.31 (equal to $3,112,062,479 3,099,201,187.40 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 7,541,024 (representing the Reserve Account Initial Deposit), less $4,100,000 5,500,000 (representing the Collection Account Initial Deposit), less $95,000,000 $ 82,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $9,825,371.55 13,445,531.09 (representing the Supplemental Purchase Account Initial Deposit) and less $$ 15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,054,219,535 (equal to $3,112,062,479 2,059,225,958 (representing the sale price of the Notes less underwriters’ discounts and fees), Securities) less $7,540,141 5,006,423 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Seller) (Purchaser) By: By: ------------------------------- ----------------------------- Name: Name: ----------------------------- --------------------------- Title: Title: ---------------------------- -------------------------- CHASE MANHATTAN BANK DELAWARE, Not in its individual capacity but solely as Interim Eligible Lender Trustee By: ------------------------------- Name: ----------------------------- Title: ---------------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED DECEMBER 28, 1999 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement SLM ECFCamong Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER PURCHASER ---------------------------------- -----------------------------------

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,962,627,122 (equal to $3,112,062,479 1,989,816,991 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 4,939,869 (representing the Reserve Account Initial Deposit), ) less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 22,250,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 3,029,016,873.25 (equal to $3,112,062,479 3,036,539,775.25 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 7,497,902 (representing the Reserve Account Initial Deposit), less $4,100,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ------------------------ ASSOCIATION (Seller) (Purchaser) By Xxxxxx Xxx, Inc., Authorized Agent for the Student Loan Marketing Association By:___________________________ By:_____________________________ Name:_________________________ Name:___________________________ Title:________________________ Title:__________________________ CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ---------------------------------------------- Not in its individual capacity but solely as Interim Eligible Lender Trustee By:___________________________ Name:_________________________ Title:________________________ PURCHASE AGREEMENT NUMBER 1 --- BLANKET ENDORSEMENT DATED MARCH 19, 1998 ---------------------------------------- Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ---------------------------------------------------------------------------- SELLER PURCHASER ___________________________________ _______________________________ Student Loan Marketing Association Chase Manhattan Bank USA, 11600 Xxxxxx Xxx Drive National Association, not in its Xxxxxx, Xxxxxxxx 00000 individual capacity but solely as Interim Eligible Lender Trustee for Lender Code: ______________ the benefit of the SLM ECFCFunding Corporation under the Interim Trust By: _____________________________ Agreement dated Mar. 1, 1998 (Signature of Authorized Officer of Xxxxxx Mae, Inc. By:________________________________ as Authorized Agent for (Signature of Authorized Seller) Signatory for Purchaser) Name: ___________________________ Name:______________________________ Title: __________________________ Title:_____________________________ Date of Purchase: Mar. 19, 1998 ----------------------------------------------------------------------------- ATTACHMENT B XXXX OF SALE DATED MARCH 19, 1998 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM - Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of March 1, 1998 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et -- seq.), in the Loans identified herein which the Interim Eligible Lender Trustee --- for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS OFFERED BY ACCEPTED BY ELIGIBLE SELLER LENDER TRUSTEE Number of Principal Number of Principal LOAN TYPE Loans* Balance** Loans* Balance** ------------------------------------------------------------------------------------------ SUBSIDIZED XXXXXXXX ------------------- Interim 194,527 666,507,735 194,527 666,507,735 Repayment 304,534 946,021,738 304,534 946,021,738 ------- ------------- ------- ------------- 499,061 1,612,529,473 499,061 1,612,529,473 UNSUBSIDIZED XXXXXXXX --------------------- Deferred 82,809 351,843,370 82,809 351,843,370 Repayment 90,496 339,817,780 90,496 339,817,780 ------- ------------- ------- ------------- 173,305 691,661,150 173,305 691,661,150 PLUS/SLS -------- Deferred 10,706 58,218,238 10,706 58,218,238 Non-Deferred 43,122 185,989,470 43,122 185,989,470 ------- ------------- ------- ------------- 53,828 244,207,708 53,828 244,207,708 CONSOLIDATION ------------- Deferred 2,081 28,172,689 2,081 28,172,689 Repayment 32,984 422,579,840 32,984 422,579,840 ------- ------------- ------- ------------- 35,065 450,752,529 35,065 450,752,529 TOTAL 761,259 2,999,150,860 761,259 2,999,150,860 ======= ============= ======= ============= ADDITIONAL LOAN CRITERIA ------------------------ Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. **Includes interest to be capitalized. Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Connecticut Student Loan Foundation Educational Credit Management Corporation Florida Department of Education Office of Student Financial Assistance Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education New Jersey Higher Education Assistance Authority N.Y State Higher Education Services Corporation Northstar Guarantee Inc. Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. ---------------------------------------------------------------------------- SELLER PURCHASER __________________________________ _________________________________ Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Chase Manhattan Bank USA, Xxxxxxxxxx, X.X. 00000 National Association, not in its individual capacity Lender Code: ______________ but solely as Interim Eligible Lender Trustee for the benefit By:______________________________ of SLM Funding Corporation (Signature of Authorized Officer of Xxxxxx Xxx, Inc. By:______________________________ as Authorized Agent for (Signature of Authorized Seller) Signatory for Purchaser) Name: ___________________________ Name:____________________________ Title: __________________________ Title:___________________________ Date of Purchase: Mar. 19, 1998 ---------------------------------------------------------------------------- -------------------------------------------------- NOTE: Boxed areas are for completion by Purchaser -------------------------------------------------- PURCHASE AGREEMENT Dated as of Xxxxx 00, 0000 Xxxxxx Mae hereby offers for sale to Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding") under the Interim Trust Agreement dated as of March 1, 1998 between Funding and the Interim Eligible Lender Trustee, the entire right, title and interest of Xxxxxx Xxx in the Loans described in the Xxxx of Sale and Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Xxxxxx Mae's offer. In order to qualify as Eligible Loans, no payment of principal or interest shall be more than one hundred and twenty (120) days Delinquent as of the Cutoff Date which date shall be February 9, 1998.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,039,022,394 (equal to $3,112,062,479 2,044,057,624 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 5,010,230 (representing the Reserve Account Initial Deposit), less $4,100,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Purchaser) (Seller) By: /s/ Xxx Xxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxx ------------------------------------ -------------------------------- Name: Xxx Xxxxx Xxxxxxx Name: ---------------------------------- ------------------------------ Title: V.P., Corporate Secretary Title: Student Loan Marketing Association ------------------------------ ---------------------------------- CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Not in its individual capacity but solely as Interim Eligible Lender Trustee By: /s/ Xxxx Xxxxxx ------------------------------------ Name: ---------------------------------- Title: ---------------------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED MARCH 20, 1997 Student Loan Marketing Association ("Xxxxxx Mae"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Mae in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ====================================== SELLER PURCHASER ==================================== =================================== Student Loan Marketing Association Chase Manhattan Bank USA, 0000 Xxxxxx Xxxxxxxxx Street, N.W. National Association, Xxxxxxxxxx, X.X. 00000 not in its individual capacity but solely as Interim Eligible Lender Code: _____________ Lender Trustee for the benefit of the SLM ECFCFunding Corporation By: /s/ Xxx Xxxxx Xxxxxxx under the Interim Trust --------------------------------- Agreement dated Mar. 1, 1997 (Signature of Authorized Officer of Seller) By: /s/ Xxxx Xxxxxx Name: Xxx Xxxxx Xxxxxxx -------------------------------- ------------------------------- (Signature of Authorized Signatory for Purchaser) Title: V.P., Associate General Counsel and Corporate Secretary Name: ------------------------------- ------------------------------ Title: ------------------------------ Date of Purchase: Mar. 20, 1997 ====================================== ---------------------------------------------------------------- NOTE: Boxed areas on this form are to be completed by Purchaser. ---------------------------------------------------------------- XXXX OF SALE DATED MARCH 20, 1997 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of October 1, 1996 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 2,980,596,965.95 (equal to $3,112,062,479 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the governed by this Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Sale Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCSale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 3,965,355,796.64 (equal to $3,112,062,479 4,134,014,723.60 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 10,054,909 (representing the Reserve Account Initial Deposit), less $4,100,000 11,090,000 (representing the Collection Account Initial Deposit), less $95,000,000 110,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (17,514,017.96 representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the governed by this Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Sale Agreement Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCSale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (equal to $3,112,062,479 3,018,840,832.70 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 7,500,122 (representing the Reserve Account Initial Deposit), less $4,100,000 2,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $95,000,000 17,000 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), and less $9,825,371.55 29,627,292.75 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Collection Account Initial Deposit). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of governed by this Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding for the benefit of the Initial Purchaser of the Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (2,835,551,178.17, equal to $3,112,062,479 2,700,524,931.49 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), less $7,540,141 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account DepositLoans accepted for purchase) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)multiplied by 105%. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PricePricx, SLM ECFC Xxxxxx Xxx hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in Sallxx Xxx xx the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSallxx Xxx, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,496,933,610.44 (equal to $3,112,062,479 1,501,238,568.44 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less (a) $7,540,141 3,752,958 (representing the Reserve Account Initial Deposit), less (b) $4,100,000 527,000 (representing a capital contribution from Sallxx Xxx xx Funding to be used to purchase a 1% interest in the Certificates) and (c) $25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Sallxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC authorizes Sallxx Xxx xxxhorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Bill xx Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Bill xx Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer date of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCpurchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,001,516,878 (equal to $3,112,062,479 2,019,351,145 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 5,009,267 (representing the Reserve Account Initial Deposit), ) less $4,100,000 12,000,000 (representing the Capitalized Interest Account Initial Deposit) less $500,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ASSOCIATION (Seller) By: Name: Title: SLM FUNDING CORPORATION (Purchaser) By: Name: Title: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Interim Eligible Lender Trustee By: Name: Title: Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement SLM ECFCamong Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,515,129,886 (equal to $3,112,062,479 2,521,531,556 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $7,540,141 6,252,920 (representing the Reserve Account Initial Deposit), less $4,100,000 148,750 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositRate Cap Agreement Upfront Payment). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC the Seller hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding Purchaser the entire right, title and interest of SLM ECFC the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCbetween the Seller, Funding, the Interim Trustee and the Interim Eligible Lender TrusteePurchaser. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,975,788,501 (equal to $3,112,062,479 2,238,089,180 (representing the sale price of the Notes less underwriters’ discounts and fees), commissions) less $7,540,141 2,300,000, (representing the Collection Account Initial Deposit) less $5,000,679 (representing the Reserve Account Initial Deposit), ) less $4,100,000 255,000,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Cash Capitalization Account Initial Deposit) and less $15,000,000 91,188,693.19 (representing the Add-On Consolidation Loan Account Initial Depositpurchase price of the Trust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached makes such representations and warranties with respect to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Dategoverned by this Purchase Agreement. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC the Seller hereby grants to the Interim Eligible Lender Trustee for on behalf of the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 2,505,900,094.67 (equal to $3,112,062,479 2,573,065,471.10 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 6,289,554 (representing the Reserve Account Initial Deposit), less $4,100,000 9,900,000 (representing the Collection Account Initial Deposit), less $95,000,000 38,000,000 (representing the Capitalized Interest Account Initial Deposit) ), less $9,825,371.55 2,975,822.43 (representing the Supplemental Purchase Account Initial Deposit) and less $15,000,000 10,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the governed by this Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,552,477,117.75 (equal to $3,112,062,479 2,558,734,833.75 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 6,257,716 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Seller) (Purchaser) By: By: ----------------------- -------------------------- Name: Name: --------------------- ------------------------ Title: Title: -------------------- ----------------------- CHASE MANHATTAN BANK DELAWARE, Not in its individual capacity but solely as Interim Eligible Lender Trustee By: ----------------------- Name: --------------------- Title: -------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED April 26, 2000 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ----------------------------------- --------------------------------------- SELLER PURCHASER --------------------------------- ----------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 11600 Xxxxxx Xxx Drive not in its individual capacity Xxxxxx, Xxxxxxxx 00000 but solely as Interim Eligible Lender Trustee for the benefit Lender Code: ______________ of SLM ECFCFunding Corporation under the Interim Trust By: Agreement dated April 1, 2000 ------------------------------ By: -------------------------------- (Signature of Authorized Signatory for Purchaser) Name: Name: ---------------------------- ------------------------------ Title: Title: -------------------------- ----------------------------- Date of Purchase: April 26, 2000 ----------------------------------- --------------------------------------- XXXX OF SALE DATED April 26, 2000 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank Delaware as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of April 1, 2000 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS ON FOLLOWING PAGE [PLACE TABLE HERE] ADDITIONAL LOAN CRITERIA Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized. Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corp. Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority ----------------------------------- --------------------------------------- SELLER PURCHASER --------------------------------- ----------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 11600 Xxxxxx Xxx Drive not in its individual capacity Xxxxxx, Xxxxxxxx 00000 but solely as Interim Eligible Lender Trustee for the benefit Lender Code: ______________ of SLM Funding Corporation under the Interim Trust By: Agreement dated April 1, 2000 ------------------------------ By: -------------------------------- (Signature of Authorized Signatory for Purchaser) Name: Name: --------------------------- ------------------------------ Title: Title: -------------------------- ----------------------------- Date of Purchase: April 26, 2000 ----------------------------------- --------------------------------------- ------------------------------------------------- NOTE: Boxed areas are for completion by Purchaser

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,987,515,578 (equal to $3,112,062,479 2,019,237,229 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), less ) LESS $7,540,141 5,021,651 (representing the Reserve Account Initial Deposit), less ) and LESS $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 26,700,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,036,131,244 (equal to $3,112,062,479 910,841,555 (representing the sale price of the Floating Rate Notes less underwriters’ discounts ' commissions and fees), ) PLUS $1,158,247,393 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees) LESS $7,540,141 5,138,429 (representing the Reserve Account Initial Deposit), less ) LESS $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 23,750,000 (representing the Capitalized Interest Account Initial Deposit) less and LESS $9,825,371.55 4,069,275 (representing the Supplemental Purchase Remarketing Fee Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 2,482,245,450.11 (equal to $3,112,062,479 2,585,945,031 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 6,301,341 (representing the Reserve Account Initial Deposit), less $4,100,000 3,964,049 (representing the Collection Account Initial Deposit), less $95,000,000 66,000,000 (representing the Capitalized Interest Account Initial Deposit) ), less $9,825,371.55 7,434,190.89 (representing the Supplemental Purchase Account Initial Deposit) and less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,016,338,721 (equal to $3,112,062,479 1,026,840,200 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 2,501,479 (representing the Reserve Account Initial Deposit), less $4,100,000 8,000,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Seller) (Purchaser) By:___________________________ By:_____________________________ Name:_________________________ Name:___________________________ Title:________________________ Title:__________________________ CHASE MANHATTAN BANK DELAWARE, Not in its individual capacity but solely as Interim Eligible Lender Trustee By:___________________________ Name:_________________________ Title:________________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED AUGUST 12, 1999 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ---------------------------------- ----------------------------------- SELLER PURCHASER ---------------------------------- ----------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 11600 Xxxxxx Xxx Drive not in its individual capacity Xxxxxx, Xxxxxxxx 00000 but solely as Interim Eligible Lender Trustee for the benefit Lender Code: ______________ of SLM ECFCFunding Corporation under the Interim Trust By: _____________________________ Agreement dated Aug. 1, 1999 By:________________________________ (Signature of Authorized Signatory for Purchaser) Name: ___________________________ Name:______________________________ Title: __________________________ Title:_____________________________ + Date of Purchase: Aug. 12, 1999 ---------------------------------- ----------------------------------- XXXX OF SALE DATED AUGUST 12, 1999 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank Delaware as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of August 1, 1999 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS ON FOLLOWING PAGE [PLACE TABLE HERE] ADDITIONAL LOAN CRITERIA Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized. Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corp. Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority N.Y State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority ---------------------------------- --------------------------------- SELLER PURCHASER ---------------------------------- --------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 0000 Xxxxxx Xxxxxxxxx Street, N.W. not in its individual capacity Xxxxxxxxxx, X.X. 00000 but solely as Interim Eligible Lender Trustee for the benefit Lender Code: ______________ of SLM Funding Corporation By: _____________________________ By:____________________________ (Signature of Authorized Name: ___________________________ Signatory for Purchaser) Title: __________________________ Name:__________________________ Title:_________________________ Date of Purchase: Aug. 12, 1999 ---------------------------------- --------------------------------- -------------------------------------------------------------------------------- NOTE: Boxed areas are for completion by Purchaser

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 ([·] equal to $3,112,062,479 [·] (representing the sale price of the [·] Notes less underwriters’ discounts and fees), plus $[·] (representing the sale price of the [·] Notes less initial purchasers’ commissions and fees), less $7,540,141 [·] (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 [·] (representing the Capitalized Interest Account Initial Deposit) and less $9,825,371.55 [·] (representing the Supplemental Purchase Interest Rate Cap Agreement Upfront Payment). In addition, SLMA shall make the Collection Account Initial Deposit) less Deposit of $15,000,000 (representing [·] on behalf of the Add-On Consolidation Loan Account Initial Deposit)Issuer. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,528,317,464 (equal to $3,112,062,479 1,532,070,819 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 3,753,355 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ---------------------- ASSOCIATION (Seller) ----------- By: ____________________________ Name: __________________________ Title: _________________________ SLM FUNDING CORPORATION ----------------------- (Purchaser) By: ____________________________ Name: __________________________ Title: _________________________ CHASE MANHATTAN BANK -------------------- USA, NATIONAL ASSOCIATION, not in its ------------------------- individual capacity but solely as Interim Eligible Lender Trustee By: ____________________________ Name: __________________________ Title: _________________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED ------------------------- Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ------------------------------------------- SELLER ========================================= Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: ________________________ By: ____________________________________ Name: __________________________________ Title: _________________________________ ------------------------------------------- ------------------------------------------- PURCHASER ========================================= Chase Manhattan Bank USA, National Association , not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM ECFCFunding Corporation By: __________________________________ (Signature of Authorized Signatory for Purchaser) Name: __________________________________ Title: _________________________________ Date of Purchase: ______________________ ------------------------------------------- XXXX OF SALE DATED June 7, 2001 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among - SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of June 1, 2001 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et -- seq.), in the Loans identified herein which the Interim Eligible Lender Trustee --- for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS ON FOLLOWING PAGE ADDITIONAL LOAN CRITERIA ------------------------ . Not in claims status, not previously rejected . Not in litigation . Last disbursement is greater than 120 days from cutoff date . Loan is not swap-pending * Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corporation Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Incorporated Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Incorporated Utah Higher Education Assistance Authority ------------------------------------------- SELLER ========================================= Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: ________________________ By: ____________________________________ Name: __________________________________ Title: _________________________________ ------------------------------------------- ------------------------------------------- PURCHASER ========================================= Chase Manhattan Bank USA, National Association , not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation By: __________________________________ (Signature of Authorized Signatory for Purchaser) Name: __________________________________ Title: _________________________________

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,008,560,064 (equal to $3,112,062,479 1,013,073,071 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), ) less $7,540,141 2,513,007 (representing the Reserve Account Initial Deposit), ) less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 2,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). .. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,039,022,394 (equal to $3,112,062,479 2,044,057,624 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 5,010,230 (representing the Reserve Account Initial Deposit), less $4,100,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Purchaser) (Seller) By: By: --------------------------------- -------------------------------- Name: Name: ------------------------------- ------------------------------ Title: Title: ------------------------------- ------------------------------ CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Not in its individual capacity but solely as Interim Eligible Lender Trustee By: --------------------------------- Name: ------------------------------- Title: ------------------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED MARCH 20, 1997 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ====================================== SELLER PURCHASER ==================================== =================================== Student Loan Marketing Association Chase Manhattan Bank USA, 0000 Xxxxxx Xxxxxxxxx Street, N.W. National Association, Xxxxxxxxxx, X.X. 00000 not in its individual capacity but solely as Interim Eligible Lender Code: _____________ Lender Trustee for the benefit of the SLM ECFCFunding Corporation By: under the Interim Trust -------------------------------- Agreement dated Mar. 1, 1997 (Signature of Authorized Officer of Seller) By: Name: -------------------------------- ------------------------------ (Signature of Authorized Signatory for Purchaser) Title: ------------------------------ Name: ------------------------------ Title: ------------------------------ Date of Purchase: Mar. 20, 1997 ====================================== ---------------------------------------------------------------- NOTE: Boxed areas on this form are to be completed by Purchaser. ---------------------------------------------------------------- XXXX OF SALE DATED MARCH 20, 1997 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of October 1, 1996 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (1,219,099,357.13 equal to $3,112,062,479 2,338,923,608.20 (representing the sale price of the Floating Rate Notes less underwriters’ ' discounts and fees), plus $722,770,100 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $7,540,141 7,516,286 (representing the Reserve Account Initial Deposit), less $4,100,000 32,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $95,000,000 55,000 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), less $9,825,371.55 1,789,859,484.74 (representing the Supplemental Purchase Account Initial Depositpurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Loan Corp. contemporaneous herewith) and less $15,000,000 4,739,193.64 (representing the Add-On Consolidation Loan portion of the Collection Account Initial DepositDeposit attributable to the Loans owned by SLMA listed on the attached Exception Report). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,518,030,827 (equal to $3,112,062,479 1,530,721,656 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 3,750,829 (representing the Reserve Account Initial Deposit), ) less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 8,500,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 440,000 (representing the Add-On Consolidation Loan Account Initial Depositupfront fee on the Swap Agreement)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ---------------------- ASSOCIATION (Seller) ----------- By: _______________________ Name: _______________________ Title: _______________________ SLM FUNDING CORPORATION ----------------------- (Purchaser) By: _______________________ Name: _______________________ Title: _______________________ CHASE MANHATTAN BANK -------------------- USA, NATIONAL ASSOCIATION, not in its individual ------------------------- capacity but solely as Interim Eligible Lender Trustee By: _______________________ Name: _______________________ Title: _______________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED ------------------------- Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ---------------------------------- --------------------------------------- SELLER PURCHASER ================================== ======================================= Student Loan Marketing Association Chase Manhattan Bank USA, National 11600 Xxxxxx Xxx Drive Association, not in its individual Xxxxxx, Xxxxxxxx 00000 capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM ECFCLender Code: ________________ Funding Corporation By: _________________________ By: _______________________________ (Signature of Authorized Signatory for Purchaser) Name: _______________________ Name: _____________________________ Title: ______________________ Title: ____________________________ Date of Purchase: _________________ ---------------------------------- --------------------------------------- XXXX OF SALE DATED DECEMBER 12, 2001 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among - SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of December 1, 2001 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et -- seq.), in the Loans identified herein which the Interim Eligible Lender Trustee --- for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS ON FOLLOWING PAGE ADDITIONAL LOAN CRITERIA ------------------------ . Not in claims status, not previously rejected . Not in litigation . Last disbursement is greater than 120 days from cutoff date . Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corporation Great Lakes Higher Education Corp. Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority ---------------------------------- --------------------------------------- SELLER PURCHASER ================================== ======================================= Student Loan Marketing Association Chase Manhattan Bank USA, National 11600 Xxxxxx Xxx Drive Association, not in its individual Xxxxxx, Xxxxxxxx 00000 capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Lender Code: ________________ Funding Corporation By: _________________________ By: _______________________________ (Signature of Authorized Signatory for Purchaser) Name: _______________________ Name: _____________________________ Title: ______________________ Title: ____________________________

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (2,495,190,396 equal to $3,112,062,479 1,857,695,949 (representing the sale price of the Floating Rate Notes less underwriters’ ' discounts and fees), plus $665,052,310 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $7,540,141 6,265,863 (representing the Reserve Account Initial Deposit), less $4,100,000 21,250,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $95,000,000 37,000 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), and less $9,825,371.55 5,000 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)Remarketing Agents' Upfront Fee. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (1,987,042,059 equal to $3,112,062,479 1,852,032,894 (representing the sale price of the Floating Rate Notes less underwriters’ discounts and fees), plus $168,067,222 (representing the sale price of the Reset Rate Notes less initial purchasers’ commissions and fees), less $7,540,141 5,013,057 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 28,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $9,825,371.55 45,000 (representing the Supplemental Purchase Interest Rate Cap Agreement Upfront Payment). In addition, SLMA shall make the Collection Account Initial Deposit) less Deposit of $15,000,000 (representing 2,721,028 on behalf of the Add-On Consolidation Loan Account Initial Deposit)Issuer. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “"Master Sale Terms”") and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (1,466,283,072.57, equal to $3,112,062,479 1,506,696,335 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $7,540,141 3,750,150 (representing the Reserve Account Initial Deposit), less $4,100,000 2,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $95,000,000 20,000 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), and less $9,825,371.55 34,643,112.43 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Collection Account Initial Deposit). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of governed by this Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding for the benefit of the Initial Purchaser of the Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 2,477,971,652.46 (equal to $3,112,062,479 2,598,561,610 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 6,282,647 (representing the Reserve Account Initial Deposit), less $4,100,000 4,500,000 (representing the Collection Account Initial Deposit), less $95,000,000 85,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (12,307,310.54 representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 12,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the governed by this Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Sale Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCSale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,484,081,556.50 (equal to $3,112,062,479 2,490,210,362.50 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 6,103,806 (representing the Reserve Account Initial Deposit), less $4,100,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Purchaser) (Seller) By:___________________________ By:_____________________________ Name:_________________________ Name:___________________________ Title:________________________ Title:__________________________ CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Not in its individual capacity but solely as Interim Eligible Lender Trustee By:___________________________ Name:_________________________ Title:________________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED JUNE 18, 1997 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Washington, D.C. 20007 Lender Code: ______________ By: _____________________________ (Signature of Authorized Officer of Seller) Name: ___________________________ Title: __________________________ ============================================== | PURCHASER | | | | Chase Manhattan Bank USA, | | National Association, | | not in its individual capacity | | but solely as Interim Eligible Lender | | Trustee for the benefit of the SLM ECFC| | Funding Corporation under the | | Interim Trust Agreement dated Jun. 1, 1997 | | | | | | By: ___________________________ | | (Signature of Authorized | | Signatory for Purchaser) | | | | Name: _________________________ | | | | Title: ________________________ | | | | Date of Purchase: Jun. 18, 1997 | ============================================== ------------------------------------------------------------------- | NOTE: Boxed areas on this form are to be completed by Purchaser. | -------------------------------------------------------------------

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “"Master Sale Terms”") and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (2,515,129,886, equal to $3,112,062,479 2,521,531,556 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), less $7,540,141 6,252,920 (representing the Reserve Account Initial Deposit), and less $4,100,000 148,750 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositRate Cap Agreement Upfront Payment). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) the Master Sale Terms and (B) makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding for the benefit of the Initial Purchaser of the Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,014,981,626 (equal to $3,112,062,479 1,027,486,815 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 2,505,189 (representing the Reserve Account Initial Deposit), less $4,100,000 10,000,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ------------------------ ASSOCIATION (Seller) (Purchaser) By:___________________________ By:_____________________________ Name:_________________________ Name:___________________________ Title:________________________ Title:__________________________ CHASE MANHATTAN BANK DELAWARE, ------------------------------ Not in its individual capacity but solely as Interim Eligible Lender Trustee By:___________________________ Name:_________________________ Title:________________________ PURCHASE AGREEMENT NUMBER 1 --- BLANKET ENDORSEMENT DATED JUNE 29, 1999 --------------------------------------- Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ____________________________________ ________________________________ SELLER PURCHASER ------------------------------------- -------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 11600 Xxxxxx Xxx Drive not in its individual capacity Xxxxxx, Xxxxxxxx 00000 but solely as Interim Eligible Lender Trustee for the benefit of SLM ECFCFunding Corporation Lender Code: _______________________ under the Interim Trust Agreement dated Jun. 1, 1999 By: ________________________________ By:_____________________________ (Signature of Authorized Signatory for Purchaser) Name: _______________________________ Name:___________________________ Title: ______________________________ Title:__________________________ + _____________________________________ Date of Purchase: Jun. 29, 1999 _____________________________________ ________________________________ ATTACHMENT B XXXX OF SALE DATED JUNE 29, 1999 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among - SLM Funding Corporation ("Funding"), and Chase Manhattan Bank Delaware as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of June 1, 1999 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the -- --- Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 2,948,109,716.21 (equal to $3,112,062,479 3,021,991,509.50 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 7,507,007 (representing the Reserve Account Initial Deposit), less $4,100,000 6,400,000 (representing the Collection Account Initial Deposit), less $95,000,000 17,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $9,825,371.55 42,974,786.29 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 2,484,881,185.66 (equal to $3,112,062,479 2,598,538,593.00 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 6,281,821.00 (representing the Reserve Account Initial Deposit), less $4,100,000 1,300,000.00 (representing the Collection Account Initial Deposit), less $95,000,000 85,000,000.00 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 8,575,586.34 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 12,500,000.00 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the governed by this Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Sale Agreement SLM ECFC-2-

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,513,924,604 (equal to $3,112,062,479 1,517,850,342 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), ) less $7,540,141 3,764,238 (representing the Reserve Account Initial Deposit), ) less $4,100,000 11,500 (representing the Collection Account Initial Deposit), Interest Rate Cap Upfront Fee) less $95,000,000 150,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing initial deposit into the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositCollection Account)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCLoan

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PricePricx, SLM ECFC Xxxxxx Xxx hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in Sallxx Xxx xx the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSallxx Xxx, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,551,581,521 (equal to $3,112,062,479 2,557,863,120 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 6,256,599 (representing the Reserve Account Initial Deposit), less $4,100,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes Sallxx Xxx xxxeby makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Sallxx Xxx authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Bill xx Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Bill xx Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer date of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCpurchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC each of the Seller and the Eligible Lender Trustee on behalf of the Seller hereby sells to the Interim Purchaser and the Eligible Lender Trustee for on behalf of the benefit of Funding Purchaser the entire right, title and interest of SLM ECFC the Seller (and with respect to legal title, the Eligible Lender Trustee on behalf of the Seller) in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 Sale Agreement, dated as of September 28, 2005 (the “"Master Terms”) Terms Sale Agreement"), and any amendments thereto, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (1,006,661,221.87, equal to $3,112,062,479 1,023,684,185 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $7,540,141 2,525,763 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 13,700,000 (representing the Capitalized Interest Account Initial Deposit) ), and less $9,825,371.55 797,200 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Collection Account Initial Deposit). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Terms Sale Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Sale Agreement. All references in the Master Terms Sale Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Sale Agreement and makes such representations and warranties with respect to the Initial Loans described in governed by this Sale Agreement. Each of the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx tx xxe Bill of Sale (in lieu of OE xx XE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed coxxxxued as, a valid sale of such Purchased Loans from SLM ECFC the Seller (and with respect to legal title, the Interim Eligible Lender Trustee for the benefit of Fundingand on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC the Seller hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCELC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (411,677,727.37 equal to (i) $3,112,062,479 410,044,453.06 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), Loans accepted for purchase) less $7,540,141 2,442,742.79 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing portion of the Collection Account Initial Deposit), less $95,000,000 Deposit attributable to the Loans owned by SLM ELC listed on the attached Exception Report) multiplied by (representing the Capitalized Interest Account Depositii) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)[101%]. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC ELC hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC ELC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC ELC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,047,904,265.50 (equal to $3,112,062,479 2,060,430,850.50 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 5,026,585 (representing the Reserve Account Initial Deposit), less Deposit)less $4,100,000 7,500,000 (representing the initial deposit to the Collection Account Initial DepositAccount), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Seller) (Purchaser) By:___________________________ By:_____________________________ Name:_________________________ Name:___________________________ Title:________________________ Title:__________________________ CHASE MANHATTAN BANK DELAWARE, Not in its individual capacity but solely as Interim Eligible Lender Trustee By:___________________________ Name:_________________________ Title:________________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED March 28, 2000 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. --------------------------------- ----------------------------------- SELLER PURCHASER --------------------------------- ----------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 11600 Xxxxxx Xxx Drive not in its individual capacity Xxxxxx, Xxxxxxxx 00000 but solely as Interim Eligible Lender Trustee for the benefit Lender Code: ______________ of SLM ECFCFunding Corporation under the Interim Trust By: _____________________________ Agreement dated March 1, 2000 By:________________________________ (Signature of Authorized Signatory for Purchaser) Name: ___________________________ Name:______________________________ Title: __________________________ Title:_____________________________ + Date of Purchase: March 28, 2000 --------------------------------- ----------------------------------- XXXX OF SALE DATED March 28, 2000 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank Delaware as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of March 1, 2000 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS ON FOLLOWING PAGE [PLACE TABLE HERE] ADDITIONAL LOAN CRITERIA Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized. Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corp. Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority ------------------------------------- ------------------------------------- SELLER PURCHASER ------------------------------------- ------------------------------------- Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Chase Manhattan Bank Delaware, Washington, D.C. 20007 not in its individual capacity but solely as Interim Eligible Lender Code: ______________ Lender Trustee for the benefit of SLM Funding Corporation By: _____________________________ By:____________________________ (Signature of Authorized Name: ___________________________ Signatory for Purchaser) Title: __________________________ Name:__________________________ Title:_________________________ Date of Purchase: March 28, 2000 ------------------------------------- -------------------------------------

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC the Seller hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding Purchaser the entire right, title and interest of SLM ECFC the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCbetween the Seller, Funding, the Interim Trustee and the Interim Eligible Lender TrusteePurchaser. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,976,598,798 (equal to $3,112,062,479 (2,234,270,052 representing the sale price of the Notes less underwriters’ discounts and fees), commissions) less $7,540,141 2,670,000, (representing the Collection Account Initial Deposit) less $5,001,254 (representing the Reserve Account Initial Deposit), ) less $4,100,000 250,000,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Cash Capitalization Account Initial Deposit) and less $15,000,000 (0 representing the Add-On Consolidation Loan Account Initial Depositpurchase price of the Trust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached makes such representations and warranties with respect to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Dategoverned by this Purchase Agreement. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC the Seller hereby grants to the Interim Eligible Lender Trustee for on behalf of the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC the Seller hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding Purchaser the entire right, title and interest of SLM ECFC the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFC, Funding, between the Seller and the Interim Eligible Lender TrusteePurchaser. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,348,950,015.16 (equal to $3,112,062,479 1,482,131,602 (representing the sale price of the Notes less underwriters’ discounts and fees), commissions) less $7,540,141 1,060,000 plus $0, (representing the Collection Account Initial Deposit) less $3,750,387 (representing the Reserve Account Initial Deposit), ) less $4,100,000 210,000,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Cash Capitalization Account Initial Deposit) and less $15,000,000 133,181,586.84 (representing the Add-On Consolidation Loan Account Initial Depositpurchase price of the Trust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached makes such representations and warranties with respect to the Initial Xxxx of Loans governed by this Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing DateAgreement. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC the Seller hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC each of SLC and the Eligible Lender Trustee on behalf of SLC hereby sells to SLC Receivables and the Interim Eligible Lender Trustee for the benefit on behalf of Funding SLC Receivables the entire right, title and interest of SLM ECFC SLC (and with respect to legal title, the Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Purchase Agreement Master Securitization Terms Number 1000 Agreement, dated as of November 23, 2004 (the “"Master Terms”) Terms Purchase Agreement"), and any amendments thereto, each incorporated herein by reference, among SLM ECFCSLC, FundingSLC Receivables, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (1,465,934,280, equal to $3,112,062,479 1,481,226,472 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $7,540,141 3,713,868 (representing the Reserve Account Initial Deposit), and less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 7,302,491 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Purchase Agreement. All references in the Master Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx governed by this Purchase Agreement. Each of Sale SLC and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding SLC authorizes the Eligible Lender Trustee for the benefit of SLC Receivables to use a copy of the Initial Xxxx related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx tx xxe Bill of Sale (in lieu of OE Form 1074), as official notification to the xxx applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed coxxxxued as, a valid sale of such Purchased Loans from SLM ECFC SLC (and with respect to legal title, the Interim Eligible Lender Trustee for the benefit of Fundingand on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,332,739,932 (equal to $3,112,062,479 1,336,054,200 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 3,314,268 (representing the Reserve Account Initial Deposit), ) less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 0 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ----------------------- ASSOCIATION (Seller) ----------- By: ____________________________ Name: __________________________ Title: _________________________ SLM FUNDING CORPORATION ----------------------- (Purchaser) By: ____________________________ Name: __________________________ Title: _________________________ CHASE MANHATTAN BANK -------------------- USA, NATIONAL ASSOCIATION, not in its ------------------------- individual capacity but solely as Interim Eligible Lender Trustee By: ____________________________ Name: __________________________ Title: _________________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED AUGUST 29, 2002 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: _____________________________ By: ______________________________________ Name: ____________________________________ Title: ___________________________________ PURCHASER Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM ECFCFunding Corporation By: ______________________________________ (Signature of Authorized Signatory for Purchaser) Name: ____________________________________ Title: ___________________________________ Date of Purchase: ________________________ XXXX OF SALE DATED AUGUST 29, 2002 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of August 1, 2002 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS ON FOLLOWING PAGE ADDITIONAL LOAN CRITERIA .. Not in claims status, not previously rejected .. Not in litigation .. Last disbursement is greater than 120 days from cutoff date .. Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corporation Great Lakes Higher Education Corp. Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority SELLER Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: ___________________ By: ___________________________ Name: _________________________ Title: __________________________ PURCHASER Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation By: _____________________________ (Signature of Authorized Signatory for Purchaser) Name: ___________________________ Title: ____________________________

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 878,170,337.64 (equal to $3,112,062,479 4,024,006,070 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 10,000,000 (representing the Reserve Account Initial Deposit), less $4,100,000 13,700,000 (representing the Collection Account Initial Deposit), less $95,000,000 20,000,000 (representing the Capitalized Interest Account Deposit) ), less $9,825,371.55 48,788,764.61 (representing the Supplemental Purchase Account Initial Deposit) and less $15,000,000 955,043,233 (representing the AddPre-On Consolidation Loan Funding Account Initial Deposit) less $2,058,303,744.75 (representing the amount paid to VG Funding under the VG Funding Purchase Agreement). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,171,532,013 (equal to $3,112,062,479 1,179,457,662 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 2,925,649 (representing the Reserve Account Initial Deposit), ) less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 5,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCELC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (1,789,859,484.74 equal to (i) $3,112,062,479 1,780,562,490.40 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), Loans accepted for purchase) less $7,540,141 8,424,386.69 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing portion of the Collection Account Initial Deposit), less $95,000,000 Deposit attributable to the Loans owned by SLM ELC listed on the attached Exception Report) multiplied by (representing the Capitalized Interest Account Depositii) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit)101%. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC ELC hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC ELC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC ELC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 2,975,714,632.31 (equal to $3,112,062,479 3,099,201,187.40 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 7,541,024 (representing the Reserve Account Initial Deposit), less $4,100,000 5,500,000 (representing the Collection Account Initial Deposit), less $95,000,000 82,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 13,445,531.09 (representing the Supplemental Purchase Account Initial Deposit) less $$ 15,000,000 (representing the Add-On Add -On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the governed by this Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Sale Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCSale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,039,185,273 (equal to $3,112,062,479 2,044,191,783 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 5,006,510 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Seller) (Purchaser) By: By: --------------------------- ----------------------------- Name: Name: ------------------------- --------------------------- Title: Title: ------------------------ -------------------------- CHASE MANHATTAN BANK DELAWARE, Not in its individual capacity but solely as Interim Eligible Lender Trustee By: --------------------------- Name: ------------------------- Title: ------------------------ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED FEBRUARY 15, 2000 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER PURCHASER --------------------------------- ----------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 11600 Xxxxxx Xxx Drive not in its individual capacity Xxxxxx, Xxxxxxxx 00000 but solely as Interim Eligible Lender Trustee for the benefit Lender Code: of SLM ECFCFunding Corporation -------------- under the Interim Trust By: ----------------------------- Agreement dated Feb. 1, 2000 By: -------------------------------- (Signature of Authorized Signatory for Purchaser) Name: Name: --------------------------- ------------------------------ Title: Title: -------------------------- ----------------------------- + Date of Purchase: Feb. 15, 2000 --------------------------------- ----------------------------------- XXXX OF SALE DATED FEBRUARY 15, 2000 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank Delaware as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 1, 2000 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 ET SEQ.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. [PLACE TABLE HERE] ADDITIONAL LOAN CRITERIA Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,977,419,787.97 [ ] (equal to $3,112,062,479 [ ] (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 [ ] (representing the Reserve Account Initial Deposit), less $4,100,000 [ ] (representing the Collection Account Initial Deposit), less $95,000,000 [ ] (representing the Capitalized Interest Account Deposit) ), less $9,825,371.55 [ ] (representing the Supplemental Purchase Account Initial Deposit) and less $15,000,000 [ ] (representing the Add-On Consolidation Loan Account Initial Depositamount paid to VG Funding under the VG Funding Purchase Agreement). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,016,072,990 (equal to $3,112,062,479 2,021,126,044 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), ) less $7,540,141 5,013,554 (representing the Reserve Account Initial Deposit), ) less $4,100,000 39,500 (representing the Collection Account Initial DepositInterest Rate Cap Upfront Fee), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,240,419,112 (equal to $3,112,062,479 2,267,847,157 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), less ) LESS $7,540,141 5,628,045 (representing the Reserve Account Initial Deposit), less ) LESS $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 21,750,000 (representing the Capitalized Interest Account Initial Deposit) less and LESS $9,825,371.55 50,000 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing upfront fee on the Add-On Consolidation Loan Account Initial DepositInterest Rate Cap Agreement)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 3,029,016,873.25 (equal to $3,112,062,479 3,036,539,775.25 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $7,540,141 7,497,902 (representing the Reserve Account Initial Deposit), less $4,100,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ------------------------ ASSOCIATION (Seller) (Purchaser) By Xxxxxx Xxx, Inc., Authorized Agent for the Student Loan Marketing Association By: /s/ J. XXXXX XXXXXX By:/s/ XXXXXXX M.E. XXXXXX, JR. ------------------- ---------------------------- Name:___________________ Name:__________________________ Title:__________________ Title:_________________________ CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ---------------------------------------------- Not in its individual capacity but solely as Interim Eligible Lender Trustee By: /s/ XXXX X. XXXXXX ------------------ Name:__________________ Title:_________________ PURCHASE AGREEMENT NUMBER 1 --- BLANKET ENDORSEMENT DATED MARCH 19, 1998 ---------------------------------------- Student Loan Marketing Association ("Xxxxxx Mae"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Mae in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ---------------------------------------------------------------------- SELLER PURCHASER ____________________________________________________________________ Student Loan Marketing Association Chase Manhattan Bank USA, 11600 Xxxxxx Xxx Drive National Association, not in its Xxxxxx, Xxxxxxxx 00000 individual capacity but solely as Interim Eligible Lender Trustee for Lender Code: ______________ the benefit of the SLM ECFCFunding Corporation under the Interim Trust By: /s/ J. XXXXX XXXXXX Agreement dated Mar. 1, 1998 --------------------- (Signature of Authorized Officer of Xxxxxx Xxx, Inc. By: /s/ XXXX X. XXXXXX ------------------ as Authorized Agent for (Signature of Authorized Seller) Signatory for Purchaser) Name: ___________________________ Name:______________________________ Title: __________________________ Title:_____________________________ Date of Purchase: Mar. 19, 1998 ------------------------------------------------------------------------------- XXXX OF SALE DATED MARCH 19, 1998 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM - Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of March 1, 1998 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et -- seq.), in the Loans identified herein which the Interim Eligible Lender Trustee --- for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS OFFERED BY ACCEPTED BY ELIGIBLE SELLER LENDER TRUSTEE NUMBER OF PRINCIPAL NUMBER OF PRINCIPAL LOAN TYPE Loans* Balance** Loans* Balance** ----------------------- ---------- ---------------- -------------------- ------------- SUBSIDIZED XXXXXXXX ------------------- Interim 194,527 666,507,735 194,527 666,507,735 Repayment 304,534 946,021,738 304,534 946,021,738 ------- ------------- ------- ------------- 499,061 1,612,529,473 499,061 1,612,529,473 UNSUBSIDIZED XXXXXXXX --------------------- Deferred 82,809 351,843,370 82,809 351,843,370 Repayment 90,496 339,817,780 90,496 339,817,780 ------- ------------- ------- ------------- 173,305 691,661,150 173,305 691,661,150 PLUS/SLS -------- Deferred 10,706 58,218,238 10,706 58,218,238 Non-Deferred 43,122 185,989,470 43,122 185,989,470 ------- ------------- ------- ------------- 53,828 244,207,708 53,828 244,207,708 CONSOLIDATION ------------- Deferred 2,081 28,172,689 2,081 28,172,689 Repayment 32,984 422,579,840 32,984 422,579,840 ------- ------------- ------- ------------- 35,065 450,752,529 35,065 450,752,529 TOTAL 761,259 2,999,150,860 761,259 2,999,150,860 ======= ============= ======= ============= ADDITIONAL LOAN CRITERIA ------------------------ Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. **Includes interest to be capitalized. Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Connecticut Student Loan Foundation Educational Credit Management Corporation Florida Department of Education Office of Student Financial Assistance Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education New Jersey Higher Education Assistance Authority N.Y State Higher Education Services Corporation Northstar Guarantee Inc. Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. ---------------------------------------------------------------------------- SELLER PURCHASER __________________________________ _________________________________ Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Chase Manhattan Bank USA, Xxxxxxxxxx, X.X. 00000 National Association, not in its individual capacity Lender Code: ______________ but solely as Interim Eligible Lender Trustee for the benefit By: /s/ J. XXXXX XXXXXX of SLM Funding Corporation ----------------------------- (Signature of Authorized By: /s/ XXXX X. XXXXXX ---------------------- Officer of Xxxxxx Xxx, Inc. (Signature of Authorized as Authorized Agent for Signatory for Purchaser) Seller) Name: ___________________________ Name:__________________________ Title: __________________________ Title:_________________________ Date of Purchase: Mar. 19, 1998

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (2,468,497,214 equal to $3,112,062,479 1,312,648,626 (representing the sale price of the Floating Rate Notes less underwriters’ discounts ' commissions and fees), PLUS $1,213,870,880 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), LESS $7,540,141 6,269,417 (representing the Reserve Account Initial Deposit), less LESS $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 19,000,000 (representing the Capitalized Interest Account Initial Deposit) less ), LESS $9,825,371.55 32,715,375 (representing the Supplemental Purchase Interest Account Initial Deposit) less ), LESS $15,000,000 32,500 (representing the Add-On Consolidation Loan Account Initial DepositRemarketing Agents' Upfront Fee payable on the Interest Rate Cap Agreement) and LESS $5,000 (representing the payment to the Remarketing Agent on behalf of the Swap Agent under the Remarketing Agreement). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (2,599,991,224.47 equal to $3,112,062,479 2,439,045,626 (representing the sale price of the Floating Rate Notes less underwriters’ ' discounts and fees), plus $627,300,430 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $7,540,141 7,526,780 (representing the Reserve Account Initial Deposit), less $4,100,000 34,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $95,000,000 84,875 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), less $9,825,371.55 411,677,727.37 (representing the Supplemental Purchase Account Initial Depositpurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Loan Corp. contemporaneous herewith) and less $15,000,000 10,622,706.37 (representing the Add-On Consolidation Loan portion of the Collection Account Initial DepositDeposit attributable to the Loans owned by SLMA listed on the attached Exception Report). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFCloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “"Master Sale Terms”") and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,027,159,462 (equal to $3,112,062,479 2,041,866,449 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 5,003,237 (representing the Reserve Account Initial Deposit), ) less $4,100,000 3,575,000 (representing the Collection Account Initial Deposit), ) less $95,000,000 5,600,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 528,750 (representing the Add-On Consolidation Loan Account Initial Depositupfront fee on the Swap Agreement)). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) the Master Sale Terms and (B) makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding for the benefit of the Initial Purchaser of the Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase SLM FUNDING CORPORATION SLM STUDENT LOAN TRUST, 2002-2 ----------------------- ------------------------------ (Seller) (Purchaser) by Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Eligible Lender Trustee By: ___________________________ By: ___________________________ Name: _________________________ Name: _________________________ Title: ________________________ Title: ________________________ CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA, ------------------------ ------------------------ NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in its -------------------- -------------------- individual capacity but solely as individual capacity but solely Interim Eligible Lender Trustee as Eligible Lender Trustee By: __________________________ By: ___________________________ Name: ________________________ Name: _________________________ Title: _________________________ Title: ________________________ SALE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED MARCH 28, 2002 ---------------------------------------- Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation (the "Seller"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in favor of Chase Manhattan Bank USA, National Association as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2002-2 (the "Purchaser"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Sale Terms referred to in the Sale Agreement among Seller, Purchaser, Interim Eligible Lender Trustee, and the Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, the Interim Eligible Lender Trustee for the benefit of the Seller agrees to individually endorse each Note in the form provided by Purchaser as Purchaser may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENT MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT ("SALE AGREEMENT"). THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THE INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. -------------------------------------------------------------------------------- SELLER ------ Chase Manhattan Bank USA, National Association not in its individual capacity but solely as Interim Eligible Lender Trustee for the Benefit of SLM ECFCFunding Corporation Lender Code: 833 253 By: _________________________________ (Signature of Authorized Officer) Name: ______________________________ Title: _____________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PURCHASER --------- Chase Manhattan Bank USA, National Association not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2002-2 By: ____________________________________ (Signature of Authorized Signatory for Purchaser) Name: _________________________________ Title: ________________________________ Date of Purchase: _____________________ -------------------------------------------------------------------------------- XXXX OF SALE DATED MARCH 28, 2002 The undersigned SLM Funding Corporation ("Seller") and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of the Seller under the Interim Trust Agreement dated as of March 1, 2002 ("Interim Eligible Lender Trustee"), for value received and pursuant to the terms and conditions of Sale Agreement Number 1 ("Sale Agreement") among Seller, the Interim Eligible Lender Trustee, SLM Student Loan Trust 2002-2 ("Purchaser") and Chase Manhattan Bank USA, National Association as the Eligible Lender Trustee, do hereby sell, assign and convey to the Eligible Lender Trustee on behalf of Purchaser and its assignees all right, title and interest of Seller and the Interim Eligible Lender Trustee, including the insurance interest of Seller and the Interim Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Eligible Lender Trustee on behalf of Purchaser has accepted for purchase. The portfolio accepted for purchase by the Eligible Lender Trustee on behalf of Purchaser and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Seller hereby makes the representations and warranties set forth in Section 5 of the Sale Agreement Master Securitization Terms Number 1000 incorporated by reference in the Sale Agreement. Seller and the Interim Eligible Lender Trustee authorize the Eligible Lender Trustee on behalf of Purchaser to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of Purchaser of the Loans on the date of purchase. LISTING OF LOANS ON FOLLOWING PAGE SLM Student Loan Trust 2002-1 Listing of Loans Offered by Seller Accepted by Eligible Lender Trustee Loan Type Number of Loans Principal Balance Number of Loans Principal Balance ----------- ----------------- ------------------ ----------------- ------------------ Subsidized Xxxxxxxx 178,248 $558,245,369 178,248 $558,245,369 UnSubsidized Xxxxxxxx 130,680 $498,135,504 130,680 $498,135,504 SLS 0 $0 0 $0 PLUS 64,395 $445,541,177 64,395 $445,541,177 Consolidation 0 $0 0 $0 ------- -------------- ------- -------------- Total 373,323 $1,501,922,050 373,323 $1,501,922,050 Offered by Seller Accepted by Eligible Lender Trustee Payment Status Number of Loans Principal Balance Number of Loans Principal Balance ---------------- ----------------- ------------------ --------------- ----------------- In School 143,512 $526,278,842 143,512 $526,278,842 Grace 62,757 $199,107,712 62,757 $199,107,712 Deferral 11,152 $44,245,634 11,152 $44,245,634 Forbearance 20,216 $89,334,125 20,216 $89,334,125 Repayment 135,686 $642,955,737 135,686 $642,955,737 ------- -------------- ------- -------------- Total 373,323 $1,501,922,050 373,323 $1,501,922,050 [X] Not in claims status, not previously rejected [X] Not in litigation [X] Last disbursement is greater than 120 days from cutoff date [X] Loan is not swap-pending * Based upon Seller's estimated calculations, which may be adjusted upward or downward based upon Purchaser's reconciliation. **Includes interest to be capitalized.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “"Master Sale Terms”") and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (2,001,426,824, equal to $3,112,062,479 1,177,356,429 (representing the sale price of the Floating Rate Notes less initial purchasers' commissions and fees), plus $843,396,769 (representing the sale price of the Reset Rate Notes less underwriters’ discounts ' commissions and fees), less $7,540,141 5,013,374 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 14,250,000 (representing the Capitalized Interest Account Initial Deposit) ), and less $9,825,371.55 63,000,000 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositInterest Rate Cap Upfront Payment). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) the Master Sale Terms and (B) makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding for the benefit of the Initial Purchaser of the Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 1,525,369,126 (equal to $3,112,062,479 1,529,136,981 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 3,757,855 (representing the Reserve Account Initial Deposit), ) less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 0 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 10,000 (representing the Add-On Consolidation Loan Account Initial Depositupfront fee on the Swap Agreement)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ASSOCIATION (Seller) By: _____________________________ Name: ___________________________ Title: __________________________ SLM FUNDING CORPORATION (Purchaser) By: _____________________________ Name: ___________________________ Title: _________________________ CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Interim Eligible Lender Trustee By: _____________________________ Name: ___________________________ Title: _________________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED JULY 9, 2002 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ---------------------------------------------- SELLER Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: ________________ By: ________________________________ Name: ______________________________ Title: _____________________________ ---------------------------------------------- ---------------------------------------------- PURCHASER Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM ECFCFunding Corporation By: ________________________ (Signature of Authorized Signatory for Purchaser) Name: ______________________________ Title: _____________________________ Date of Purchase: __________________ ---------------------------------------------- XXXX OF SALE DATED JULY 9, 2002 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of July 1, 2002 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. ADDITIONAL LOAN CRITERIA [X] Not in claims status, not previously rejected [X] Not in litigation [X] Last disbursement is greater than 120 days from cutoff date [X] Loan is not swap-pending * Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corporation Great Lakes Higher Education Corp. Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority -------------------------------------------------- SELLER Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: ________________ By: ___________________________ Name: _________________________ Title: __________________________ -------------------------------------------------- -------------------------------------------------- PURCHASER Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation By: ______________________________ (Signature of Authorized Signatory for Purchaser) Name: ___________________________ Title: ____________________________ --------------------------------------------------

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 (2,242,914,704, equal to $3,112,062,479 1,945,557,993 (representing the sale price of the Floating Rate Notes less initial purchasers’ commissions and fees), plus $ 327,075,706 (representing the sale price of the Reset Rate Notes less underwriters’ discounts and fees), less $7,540,141 5,638,995 (representing the Reserve Account Initial Deposit), less $4,100,000 24,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $95,000,000 75,000 (representing the Capitalized Interest Account Deposit) Rate Cap Upfront Payment), and less $9,825,371.55 5,000 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial DepositRemarketing Agents’ Upfront Fee). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) the Master Sale Terms and (B) makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding for the benefit of the Initial Purchaser of the Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,027,159,462 (equal to $3,112,062,479 2,041,866,449 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $7,540,141 5,003,237 (representing the Reserve Account Initial Deposit), ) less $4,100,000 3,575,000 (representing the Collection Account Initial Deposit), ) less $95,000,000 5,600,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 528,750 (representing the Add-On Consolidation Loan Account Initial Depositupfront fee on the Swap Agreement)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ----------------------- ASSOCIATION (Seller) ----------- By: ___________________________ Name: _________________________ Title: ________________________ SLM FUNDING CORPORATION ----------------------- (Purchaser) By: _____________________________ Name: ___________________________ Title: _________________________ CHASE MANHATTAN BANK -------------------- USA, NATIONAL ASSOCIATION, not in its ------------------------- individual capacity but solely as Interim Eligible Lender Trustee By: _____________________________ Name: ___________________________ Title: _________________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED ------------------------- Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. -------------------------------------------------------------------------------- SELLER ------ Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: ____________________ By: _____________________________ Name: ___________________________ Title: __________________________ ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- PURCHASER --------- Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM ECFCFunding Corporation By: _____________________________ (Signature of Authorized Signatory for Purchaser) Name: ___________________________ Title: __________________________ Date of Purchase: _______________ XXXX OF SALE DATED MARCH 28, 2002 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of March 1, 2002 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS ON FOLLOWING PAGE ADDITIONAL LOAN CRITERIA ------------------------ [X] Not in claims status, not previously rejected [X] Not in litigation [X] Last disbursement is greater than 120 days from cutoff date [X] Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corporation Great Lakes Higher Education Corp. Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority -------------------------------------------------------------------------------- SELLER ------ Student Loan Marketing Association 00000 Xxxxxx Xxx Drive Reston, Virginia 20193 Lender Code: ____________________ By: _____________________________ Name: ___________________________ Title: __________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PURCHASER --------- Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation By: _____________________________ (Signature of Authorized Signatory for Purchaser) Name: ___________________________ Title: __________________________ Date of Purchase: _______________ --------------------------------------------------------------------------------

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “"Master Sale Terms”") and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for of the Loans shall equal $2,977,419,787.97 2,243,819,135 (equal to $3,112,062,479 1,137,775,232 (representing the sale price of the Floating Rate Notes less initial purchasers' commissions and fees) PLUS $1,135,669,574 (representing the sale price of the Reset Rate Notes less underwriters’ discounts ' commissions and fees), less ) LESS $7,540,141 5,640,826 (representing the Reserve Account Initial Deposit), less ) LESS $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 20,000,000 (representing the Capitalized Interest Account Initial Deposit) less ), LESS $9,825,371.55 3,984,845 (representing the Supplemental Purchase Remarketing Fee Account Initial Deposit) and less $15,000,000 125,000 (representing the Add-On Consolidation Loan Account Initial DepositInterest Rate Cap Upfront Payment). This document shall constitute the Initial Purchase a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Sale Agreement. SLM ECFC Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) the Master Sale Terms and (B) makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale Seller and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding for the benefit of the Initial Purchaser of the Loans purchased pursuant hereto on the Closing Datedate of purchase. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Purchase Agreement SLM ECFC.