0001193125-08-047502 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT among SLM FUNDING LLC, as Depositor THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee, BNYM (DELAWARE), formerly known as The Bank of New York...
Trust Agreement • March 5th, 2008 • SLM Student Loan Trust 2008-3 • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT dated as of February 28, 2008, among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, 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, BNYM (DELAWARE), formerly known as The Bank of New York (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 hereunder.

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INTERIM TRUST AGREEMENT between VG FUNDING, LLC, as the Seller and THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of VG Funding, LLC Dated as of February 28, 2008
Interim Trust Agreement • March 5th, 2008 • SLM Student Loan Trust 2008-3 • Asset-backed securities • Delaware

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of February 28, 2008, between VG Funding, LLC (“VG Funding”) as the Purchaser and subsequent Seller of certain Loans, and 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 “VG Funding Eligible Lender Trustee”).

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
Initial Purchase Agreement • March 5th, 2008 • SLM Student Loan Trust 2008-3 • Asset-backed securities • New York

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of February 28, 2008 among (i) VG Funding, LLC (“VG Funding”), (ii) The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “VG Funding Eligible Lender Trustee”), for the benefit of VG Funding under the VG Funding Interim Trust Agreement dated as of February 28, 2008 between VG Funding and the VG Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) 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 February 28, 2008 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon execution by the parties hereto. References to VG Funding herein mean the VG Funding

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
Purchase Agreement • March 5th, 2008 • SLM Student Loan Trust 2008-3 • Asset-backed securities • New York

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of February 28, 2008 among SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Funding LLC (“Funding”) and 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 February 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 Agreement
Pricing Agreement • March 5th, 2008 • SLM Student Loan Trust 2008-3 • Asset-backed securities
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