SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Sale Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of August 28, 2008 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2008-9 (the “Purchaser”), and The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of the Seller under the Funding Interim Trust Agreement dated as of August 28, 2008 between the Seller and the Interim Eligible Lender Trustee, and The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Eligible Lender Trustee on behalf of the Purchaser (the “Eligible Lender Trustee”), shall be effective upon execution by the parties hereto. References to the Seller herein mean the Interim Eligible Lende
SERVICING AGREEMENTServicing Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2008-9 (the “Issuer”), (ii) The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely in its capacity as eligible lender trustee (the “Eligible Lender Trustee”) under a trust agreement dated as of April 29, 2008, among SLM Funding LLC, the Eligible Lender Trustee and BNY Mellon Trust of Delaware, formerly known as BNYM (Delaware), as Delaware trustee (the “Delaware Trustee”), as amended and restated by an amended and restated trust agreement dated as of August 28, 2008 (the “Trust Agreement”) among SLM Funding LLC, the Eligible Lender Trustee, the Delaware Trustee and Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as the indenture trustee (the “Indenture Trustee”), under an inde
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of August 28, 2008, among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, formerly known as The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as the Eligible Lender Trustee, BNY MELLON TRUST OF DELAWARE, formerly known as BNYM (Delaware), a Delaware banking corporation, not in its individual capacity but solely as the Delaware Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as the Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent and Excess Distribution Certificate Registrar hereunder.
INTERIM TRUST AGREEMENTInterim Trust Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of August 28, 2008, between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, formerly known as The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).
Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in the related Pricing Agreement. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
among SLM STUDENT LOAN TRUST 2008-9, as the Issuer, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as the Eligible Lender Trustee...Indenture • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
INDENTURE, dated as of August 28, 2008, among SLM STUDENT LOAN TRUST 2008-9, a Delaware statutory trust (the “Issuer”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, formerly known as The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible Lender Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of August 28, 2008 among (i) Town Hall Funding LLC (“Town Hall Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”), for the benefit of Town Hall Funding under the Town Hall Funding Interim Trust Agreement dated as of August 28, 2008 between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of August 28, 2008 between Fund
INTERIM TRUST AGREEMENTInterim Trust Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of August 28, 2008, between Town Hall Funding LLC (“Town Hall Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, formerly known as The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of August 28, 2008 among (i) Town Center Funding LLC (“Town Center Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”), for the benefit of Town Center Funding under the Town Center Funding Interim Trust Agreement dated as of August 28, 2008 between Town Center Funding and the Town Center Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of August 28, 200
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of August 28, 2008 among (i) Bluemont Funding LLC (“Bluemont Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Bluemont Funding Eligible Lender Trustee”), for the benefit of Bluemont Funding under the Bluemont Funding Interim Trust Agreement dated as of August 28, 2008 between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of August 28, 2008 between Funding and
INTERIM TRUST AGREEMENTInterim Trust Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of August 28, 2008, between Town Center Funding LLC (“Town Center Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, formerly known as The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”).
INTERIM TRUST AGREEMENTInterim Trust Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of August 28, 2008, between Bluemont Funding LLC (“Bluemont Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, formerly known as The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Bluemont Funding Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of August 28, 2008 among SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Funding LLC (“Funding”) and The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of August 28, 2008 between Funding and the Interim Eligible Lender Trustee, shall be effective upon execution by the parties hereto. References to Funding herein mean the Interim Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Eligible Loans.
Pricing AgreementPricing Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities
SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated August 20, 2008 (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc. and RBC Capital Markets Corporation, with respect to the Designated Securities in Schedule I hereto, on the other hand, that the Company, (i) having caused the formation of the trust (the “Trust”) pursuant to a trust agreement, dated as of April 29, 2008 (the “Initial Trust Agreement”), between the Company, BNY Mellon Trust of Delaware, formerly known as BNYM (Delaware), as Delaware Trustee (the “Delaware Trustee”) and The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York
ADMINISTRATION AGREEMENT Dated as of August 28, 2008 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2008-9 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, formerly known as The Bank of New York Trust Company, N.A., as Eligible Lender...Administration Agreement • September 3rd, 2008 • SLM Student Loan Trust 2008-9 • Asset-backed securities • New York
SLM Student Loan Trust 2008-9 Administration Agreement, dated as of August 28, 2008 (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2008-9 (the “Issuer”), The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely in its capacity as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as indenture trustee (in such capacity, the “Indenture Trustee”), Sallie Mae, Inc., not in its individual capacity but solely in its capacity as servicer (in such capacity, the “Servicer”), and Sallie Mae, Inc., not in its individual capacity but solely in its capacity as administrator (in such capacity, the “Administrator”).
