Underwriting AgreementUnderwriting Agreement • February 9th, 2005 • SLM Funding LLC • Asset-backed securities • New York
From time to time SLM Education Credit Finance Corporation (“SLM ECFC”), a Delaware corporation and SLM Funding LLC (the “Company”), a Delaware limited liability company and a wholly-owned subsidiary of SLM ECFC, propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine. Subject to the terms and conditions stated herein and therein, the Company proposes to cause the Trust specified in the applicable Pricing Agreement to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (each firm constituting the “Underwriter” with respect to such Pricing Agreement and the securities specified therein) certain of such Trust’s Student Loan-Backed Notes (the “Notes”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”), less the principal amount of Designated Securities covered by
SLM STUDENT LOAN TRUST [·] ADMINISTRATION AGREEMENT Dated as of [·] Among SLM FUNDING LLC SLM STUDENT LOAN TRUST [·] CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Eligible Lender Trustee SALLIE MAE, INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS,...Administration Agreement • February 9th, 2005 • SLM Funding LLC • Asset-backed securities • New York
SLM Student Loan Trust [·] Administration Agreement, dated as of [·] (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust [·] (the “Issuer”), Chase Manhattan Bank USA, National Association, 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”).
INDENTURE among SLM STUDENT LOAN TRUST [·] as the Issuer, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Eligible Lender Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity...Indenture • February 9th, 2005 • SLM Funding LLC • Asset-backed securities • New York
INDENTURE, dated as of [·], among SLM STUDENT LOAN TRUST [·], a Delaware statutory trust (the “Issuer”), CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as eligible lender trustee on behalf of the 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”).
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Sale Agreement • February 9th, 2005 • SLM Funding LLC • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of [·] among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust [·] (the “Purchaser”), and Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of the Seller under the Interim Trust Agreement dated as of [·] between the Seller and the Interim Eligible Lender Trustee, and Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust [·] (the “Eligible Lender Trustee”), shall be effective upon execution by the parties hereto. References to the Seller herein mean the Interim Eligible Lender Trustee, and references to the Purchaser mean the Eligible Lender Trustee, for all purposes involving the holding or transferring of legal title to the Trust Student Loans.
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • February 9th, 2005 • SLM Funding LLC • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of [·] among [SLM Education Credit Finance Corporation or VG Funding LLC (“SLM ECFC” or “VG Funding,” respectively)], SLM Funding LLC (“Funding”) and Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of [·] 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.
