Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:

Ladies and Gentlemen. The undersigned hereby agrees In accordance with Article 3(a) of the Repurchase Agreement, Buyer is pleased to deliver this written CONFIRMATION of its agreement to enter into a Transaction with you pursuant to which Buyer will purchase from SLM you the Eligible Asset identified below on the terms set forth herein and in accordance with the Repurchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. Purchase Date: , 20 Eligible Asset(s): As identified on attached Schedule 1 Aggregate Principal Amount of Eligible Asset(s): As identified on attached Schedule 1 Governing Agreements: As identified on attached Schedule 1 Repurchase Date: , 20 Purchase Price: $ Initial Market Value of Purchased Asset: $ Purchase Price Debt Yield % Pricing Rate: LIBOR plus Applicable Spread of basis points Purchase Price Percentage: Effective Purchase Price Percentage: % % Amount of Seller’s Future Funding LLC (hereinafter called the “Company”)Obligations: $ Purchase Price LTV: % Amount of Buyer’s Future Funding Advance Obligations: $ [FOR FUTURE FUNDING ADVANCE DRAW, and the Company agrees to sell IF APPLICABLE][In addition to the undersigned, $ principal amount satisfaction of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further all terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues Repurchase Agreement, 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date pending Transaction shall be subject to the condition following conditions precedent:] [FUTURE FUNDING ADVANCE DRAW CONDITIONS PRECEDENT TO BE ADDED] Seller’s Wiring Instructions: Bank Name: XX Xxxxxx Xxxxx Bank ABA Number: 000-000-000 Account Number: 000-000-000 Reference: Credit RE Operating Company, LLC You hereby certify that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws representations and warranties in Article 9 of the jurisdiction Repurchase Agreement (subject to which any exceptions set forth in the undersigned is subject. The obligation Requested Exceptions Report attached hereto) are true and correct with respect to the Purchased Asset subject to this Confirmation on and as of the undersigned Purchase Date for this Transaction in all material respects (or, if any such representation or warranty is expressly stated to take delivery have been made as of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants thatspecific date, as of such specific date). Please evidence your agreement to proceed with the date proposed Transaction by promptly returning to Buyer a countersigned counterpart of this contractConfirmation. CITIBANK, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, N.A. By: (Authorized Signature) Name: Title: (Address) AcceptedAGREED AND ACKNOWLEDGED: , 20 SLM Funding LLC [ ] By: Name:: Title: Schedule 1 to Confirmation Statement ASSET INFORMATION Loan / Property Flag: Number of Properties: Borrower: Property Name (for each property): Property Address (for each property): Origination Date: Loan Amount: Current Principal Balance $______________ Maximum Principal Balance $______________ Interest Rate: Maturity Date: Governing Agreements: EXHIBIT V FORM OF POWER OF ATTORNEY Know All Men by These Presents, that [NSREIT CB Loan, LLC]/[CB Loan NT-II, LLC]/[CLNC Credit 3, LLC]/[CLNC Credit 4, LLC], a Delaware limited liability company (“Seller”), does hereby appoint Citibank, N.A. (“Buyer”), its attorney-in-fact to act, subject to the terms of the Repurchase Agreement (hereafter defined), in Seller’s name, place and stead, in any way that Seller could do with respect to (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Assignments of Mortgages and Mezzanine Notes, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages, (iii) the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the Purchased Assets and (iv) upon the occurrence and during the continuance of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the Master Repurchase Agreement, dated as of April 23, 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and among NSREIT CB Loan, LLC, CB Loan NT-II, LLC, CLNC Credit 3, LLC, CLNC Credit 4, LLC and any other Person when such Person joins as a Seller under the Repurchase Agreement from time to time, each a Delaware limited liability company and Buyer, and to take such other steps as may be necessary or desirable to enforce Buyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent; provided, that so long as an Event of Default has not occurred and is not continuing, Buyer shall provide five (5) Business Days’ prior written notice to Seller before recording any Assignments of Mortgages and/or completing the endorsements of the Purchased Assets. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF BUYER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC [Xxxxxx Petroleum Operating Company, a Delaware corporation][ , a ] (hereinafter called the “CompanyMortgagor”), has executed a mortgage or deed of trust dated effective as of September 25, 2008 (“Mortgage”) for the benefit of Union Bank of California, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of itself, the Lenders (as defined in the Mortgage) and certain other credit parties as described in the Mortgage, which Mortgage has been recorded in the Real Property Records of the Counties listed on the attached Exhibit A. A copy of the Mortgage is enclosed. The properties covered by the Mortgage include oil, gas and other hydrocarbons and/or other minerals attributable to the above-referenced Contract to which we understand you are currently a party, which includes certain of the xxxxx listed on the attached Mortgage with respect to which you are remitting proceeds of production to the Mortgagor. Pursuant to Article III of the Mortgage, the Administrative Agent is entitled to receive all of Mortgagor’s interest in all Hydrocarbons (as defined in the Mortgage) that are covered by the above-referenced Contract, all products obtained or processed therefrom, and the Company agrees revenues and proceeds attributable thereto. The assignment of the Hydrocarbons, products and proceeds was effective as of 7:00 A.M., Dallas, Texas Time, on ___, 2008 (“Effective Date”). The Lenders, however, as provided in Article III, have permitted Mortgagor to sell collect the Hydrocarbons and the revenues and proceeds attributable thereto until the Administrative Agent or the Mortgagor shall have instructed the seller or purchaser of production to deliver such Hydrocarbons and all proceeds therefrom directly to the undersignedAdministrative Agent. The purpose of this letter is to notify you that, $ principal amount of commencing immediately upon the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth belowhereof, and on in accordance with the further terms and conditions set forth below. The undersigned will purchase of the Designated Securities from Mortgage, you are to deliver all proceeds attributable to the Company on , 20 (sale of such Hydrocarbons pursuant to the “Delivery Date”) above-referenced Contract and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and which are described in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made Mortgage directly to the Company or Administrative Agent at its order by certified or official bank check in Clearing House funds office at the office of Lincoln Plaza, 000 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, Attention: Xx. Xxxxxx Xxxxxxxxx, or by wire to such other address of which we may subsequently notify you in writing. If you require the execution of transfer to a bank account specified by or division orders, please forward the Company, on [the] [such] Delivery Date upon delivery transfer or division orders to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned Administrative Agent at its address set forth below notice to such effectas indicated above, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters Attention: Xx. Xxxxxx Xxxxxxxxx. Should you have any questions in connection therewith. The undersigned represents and warrants that, as with any of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need please do not be on a first-comehesitate to contact us. Very truly yours, first-served basis. If this contract is acceptable to the CompanyUNION BANK OF CALIFORNIA, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very trulyN.A., as Administrative Agent By: (Authorized Signature) Name: Title: (Address) Accepted: XXXXXX PETROLEUM OPERATING COMPANY, 20 SLM Funding LLC a Delaware corporation By: Name:: Title: EXHIBIT A

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ $____________ principal amount of the Company’s ___(hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Delivery Date Amount Interest Accrues _________, 20 $ 20___ $_________ _________, 20 20____ _________, 20 $ 20___ $_________ _________, 20 20____ Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in ________ Clearing House funds at the office of ________, ____, __________, or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name: Title:

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount In accordance with Section 3(e) of the Company’s (hereinafter called the “Designated Securities”)Repurchase Agreement, offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of Buyer hereby consents to a copy of which is hereby acknowledged, at a purchase price of % Temporary Increase of the principal amount thereof, plus accrued interest from Maximum Aggregate Purchase Price or the date from which interest accrues Maximum Committed Purchase Price as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues of Temporary Increase: $__________________. Temporary Maximum Aggregate Purchase Price: $__________________. Temporary Maximum Committed Purchase Price: $__________________. Temporary Maximum Uncommitted Purchase Price: $__________________. Effective date: [ ] Expiration date: [ ] On and after the effective date indicated above and until the expiration date indicated above, 20 $ the Maximum Aggregate Purchase Price and/or Maximum Committed Purchase Price (if applicable) shall equal the Temporary Maximum Aggregate Purchase Price and/or Temporary Maximum Committed Purchase Price, 20 respectively, 20 $ indicated above for all purposes of the Repurchase Agreement and all calculations and provisions relating to the Maximum Aggregate Purchase Price and/or Maximum Committed Purchase Price shall refer to the Temporary Maximum Aggregate Purchase Price and/or Temporary Maximum Committed Purchase Price, 20 Each respectively, including without limitation, Concentration Limits. Unless otherwise terminated pursuant to the Repurchase Agreement, this Temporary Increase shall terminate on the expiration date indicated above. Upon the termination of this Temporary Increase, Sellers shall repurchase Purchased Mortgage Loans such date on which Designated Securities are that (i) the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price and (ii) the applicable portion of the aggregate outstanding Purchase Price of all Transactions does not exceed any Concentration Limit. All terms used herein and not otherwise defined herein shall have the respective meanings ascribed to be purchased hereunder is hereinafter referred to such terms in the Repurchase Agreement. Exh. A-1 LEGAL02/43731153v4 ROCKET MORTGAGE, LLC, as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, Seller By: (Authorized Signature) ___________________________________ Name: Title: (Address) Accepted: ONE REVERSE MORTGAGE, 20 SLM Funding LLC LLC, as a Seller By: ___________________________________ Name: Title: Agreed and Consented by: UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1200 XXXXXX XX XXX XXXXXXXX, XXX XXXX, XXX XXXX, as Buyer By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: Date: ________________ Exh. A-2 LEGAL02/43731153v4 EXHIBIT B FORM OF SELLER’S OFFICER’S CERTIFICATE The undersigned, ____________ of [Rocket Mortgage, LLC, a Michigan limited liability company], [One Reverse Mortgage, LLC, a Delaware limited liability company] (the “Seller”), hereby certifies as follows:

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Delivery Date Amount Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:

Ladies and Gentlemen. The undersigned hereby agrees This Letter of Transmittal relates to purchase from SLM Funding LLC the Stock Purchase Agreement, dated as of July , 2016 (hereinafter called the “Stock Purchase Agreement”), by and among Penn Interactive Ventures, LLC, a Delaware limited liability company (“Buyer”), Rocket Games, Inc., a Delaware corporation (the “Company”), each of the persons listed as “Sellers” on the signature pages thereto (each, a “Seller” and together, the “Sellers”), and Shareholder Representative Services LLC, as Sellers’ Representative (the “Sellers’ Representative”), pursuant to which Buyer purchased all issued and outstanding capital stock of the Company from the Sellers (the “Acquisition”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement. In connection with the Acquisition, the undersigned herewith surrenders the above-described certificate(s) (the “Certificate(s)”), which immediately prior to the Closing of the Acquisition (the “Closing”) represented the above-listed number of shares of Company Capital Stock (the “Shares”) to be exchanged for cash, as provided under the Stock Purchase Agreement, minus any withholdings, payable pursuant to the Acquisition, as set forth in the Stock Purchase Agreement. The undersigned agrees to indemnify and hold harmless the Buyer Indemnified Parties for (i) all withholding Taxes with respect to the undersigned (including penalties and interest arising from amounts not withheld pursuant to the representations and warranties made by, or directions given by or on behalf of, the undersigned) in connection with the transactions contemplated by the Stock Purchase Agreement and (ii) any inaccuracy in the information provided by or on behalf of the undersigned in connection herewith. The undersigned hereby represents and warrants as follows: · The undersigned is the record and beneficial owner of the Shares listed on this Letter of Transmittal, and has full power and authority to surrender the Shares, free and clear of all liens, restrictions, claims, charges and encumbrances, and the same are not subject to any adverse claims. · Other than the Shares listed on this Letter of Transmittal, the undersigned owns no other shares of Company agrees Capital Stock. · The undersigned has full power and authority to sell execute and deliver this Letter of Transmittal and to perform his, her or its obligations hereunder. · This Letter of Transmittal constitutes a valid and binding obligation of the undersigned, $ principal amount enforceable against him, her or it in accordance with its terms, except as enforceability may be limited by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). · Neither the Company’s execution and delivery of this Letter of Transmittal nor the agreements or other actions contemplated hereby will (hereinafter called the “Designated Securities”)a) materially violate, offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and be in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , material conflict with, or by wire transfer to constitute a bank account specified by the Companymaterial default (or an event, on [the] [such] Delivery Date upon delivery to the undersigned which, with notice or lapse of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by writtentime or both, telex would constitute a material default) under any agreement or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction commitment to which the undersigned is subjecta party or (b) violate any statute or law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the undersigned. The obligation undersigned understands that Buyer may rely upon the representations, warranties and agreements contained herein as if each such person was a party to this Letter of Transmittal and shall have the rights, remedies and benefits under this Letter of Transmittal as if such person was a party hereto. All representations, warranties and agreements contained herein shall survive the date hereof. With respect to the representations and warranties contained above, the undersigned shall indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding any Sellers or any of their respective Affiliates) and their respective stockholders, officers, directors, employees, agents, partners, members, representatives, successors and assigns (“Buyer Indemnified Parties”), and shall reimburse Buyer Indemnified Parties for any loss, liability, demand, claim, action, cause of action, cost, damage, royalty, deficiency, penalty, Tax, fine or expense of any kind or nature, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation or defense, and all amounts paid in settlement, of any of the foregoing) arising out of, resulting from, relating to or in connection with the failure of any representation or warranty made by the undersigned contained above to be true, correct and complete. The undersigned will, upon the reasonable request of the Paying Agent (as defined below) and/or Buyer, execute and deliver any additional documents reasonably deemed appropriate or necessary by the Paying Agent and/or Buyer in connection with the surrender of the Shares. All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by by, and shall survive, the failure death or incapacity of any purchaser to take delivery the undersigned. The surrender of and make payment for Designated Securities pursuant to other contracts similar to this contractShares hereby is irrevocable. [The undersigned understands that Underwriters surrender is not made in acceptable form until the receipt by Continental Stock Transfer & Trust Company, as paying agent (the “UnderwritersPaying Agent”) are also purchasing Designated Securities from the Companyof this Letter of Transmittal, but that the obligations duly completed and signed, and of the Undersigned hereunder are Certificate(s) (or such other documents reasonably requested by the Paying Agent if such Certificate(s) is (are) not contingent on such purchases]. Promptly after completion unavailable), together with all accompanying evidences of the sale authority in form reasonably satisfactory to the Underwriters Paying Agent as may be required by the Company Instructions and Stock Purchase Agreement. All questions as to validity, form and eligibility of any surrender of Shares hereby will mail or deliver to be determined by the undersigned at Paying Agent in its address set forth below notice to reasonable discretion and such effectdetermination will be final and binding, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewithabsent manifest error. The undersigned represents and warrants that, as understands that payment for surrendered Shares will be made in accordance with the terms of the date Stock Purchase Agreement after the surrender of this contract, Certificate(s) representing the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one Shares and the same instrument. It is understood that the acceptance by the Company Letter of any Delayed Delivery Contract Transmittal (including this contractand/or other additional documentation as described herein) is made in the Company’s sole discretion and thatacceptable form. THE UNDERSIGNED AGREES TO KEEP STRICTLY CONFIDENTIAL AND NOT DISCLOSE, without limiting the foregoingPUBLISH OR DISSEMINATE ANY INFORMATION RELATED TO THE STOCK PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY TO ANY PERSON OR ENTITY OTHER THAN THE COMPANY, acceptances of such contracts need not be on a first-comeTHE UNDERSIGNED’S EMPLOYEES, first-served basisAND THE UNDERSIGNED’S LEGAL, FINANCIAL, TAX AND OTHER ADVISORS (COLLECTIVELY, “REPRESENTATIVES”) WHO HAVE A NEED TO KNOW SUCH INFORMATION AND ARE BOUND BY A FIDUCIARY OR CONTRACTUAL OBLIGATION TO THE RECIPIENT NOT TO DISCLOSE SUCH INFORMATION. If this contract is acceptable to the CompanyANY DISCLOSURE OF THIS INFORMATION BY SUCH REPRESENTATIVES (EXCEPT TO THE UNDERSIGNED) SHALL BE DEEMED A BREACH OF THIS OBLIGATION BY THE UNDERSIGNED. THE UNDERSIGNED AGREES TO USE INFORMATION RELATED TO THE STOCK PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY ONLY FOR THE PURPOSE OF EVALUATING THE TRANSACTIONS AND TO CAUSE ITS REPRESENTATIVES WHO RECEIVE SUCH INFORMATION TO USE SUCH INFORMATION ONLY FOR SUCH PURPOSE. NOTWITHSTANDING THE FOREGOING, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below(I) THE UNDERSIGNED MAY DISCLOSE SUCH INFORMATION (A) IN CONNECTION WITH ANY LEGAL PROCEEDINGS TO ENFORCE ITS RIGHTS UNDER THE STOCK PURCHASE AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR (B) AS REQUIRED BY ANY APPLICABLE LAW AS DETERMINED IN THE REASONABLE JUDGMENT OF SUCH PARTY AND ITS OUTSIDE COUNSEL (IN WHICH CASE SUCH PARTY SHALL NOT DISCLOSE SUCH CONFIDENTIAL INFORMATION WITHOUT, TO THE EXTENT COMMERCIALLY PRACTICABLE, PRIOR NOTIFICATION TO THE OTHER PARTIES). This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very trulyIN THE THIRTY (30) DAYS IMMEDIATELY FOLLOWING THE CLOSING, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:BUYER AND THE SELLERS’ REPRESENTATIVE SHALL APPROVE THE CONTENT AND METHOD OF COMMERCIALLY REASONABLE PUBLIC DISCLOSURES REGARDING THE ACQUISITION THAT WILL BE PERMISSIBLE BY THE UNDERSIGNED AND HIS/HER/ITS ADVISORS AFTER THE ACQUISITION.

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 20.., as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Delivery Date Amount Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name: Title:

Ladies and Gentlemen. Capitalized terms used herein and not herein defined have the meanings ascribed thereto pursuant to the Intercreditor Agreement. The undersigned hereby agrees certifies that (a) it is [[the Bank] [a Note]] Security Agent under and pursuant to purchase from SLM Funding LLC (hereinafter called the “Company”)Intercreditor Agreement, and the Company agrees (b) is entitled to sell deliver this Custody Liquidation Notice to the undersigned, $ principal amount Collateral Agent. Pursuant to Section 6.2 of the Company’s Intercreditor Agreement, the undersigned hereby directs the Collateral Agent to (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a) deliver a copy of which is hereby acknowledged, at a purchase price of % hereof (together with all of the principal amount thereof, plus accrued interest from attachments hereto) to the date from which interest accrues as set forth belowother Security Agent, and on (b) execute and deliver to each Intermediary an Instruction Letter attaching each of the further terms and conditions set forth belowEntitlement Orders attached hereto. The undersigned will purchase [ ], as [[the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [theBank] [eacha Note]] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, Security Agent By: (Authorized Signature) Name: Title: [cc: other Security Agents] EXHIBIT B [FORM OF] INSTRUCTION LETTER [LETTERHEAD OF COLLATERAL AGENT] [Date] [Name, capacity and address of Temporary Intermediary / Continuing Intermediary] Re: [Control Agreement, dated as of May 29, 2018, among ClearBridge Energy MLP Opportunity Fund Inc., The Bank of Nova Scotia, as Collateral Agent, and State Street Bank and Trust Company, in its capacity as custodian under that certain custody agreement referred to therein (Addressas amended, supplemented or otherwise modified, the “Temporary Control Agreement”)] / [Control Agreement, dated as of May 29, 2018, among ClearBridge Energy MLP Opportunity Fund Inc., The Bank of Nova Scotia, as Collateral Agent, and The Bank of New York Mellon, in its capacity as custodian under that certain custody agreement referred to therein (as amended, supplemented or otherwise modified, the “Continuing Control Agreement”). Ladies and Gentlemen: Capitalized terms used herein and not herein defined have the meanings ascribed thereto pursuant to the [Temporary/Continuing] Control Agreement. Pursuant to the [Temporary/Continuing] Control Agreement, the undersigned hereby orders, instructs and otherwise directs [Temporary Intermediary/Continuing Intermediary] to honor and otherwise comply with each [instruction (within the meaning of Section 9-104(a)(2) Accepted: of the UCC), 20 SLM Funding LLC entitlement order (within the meaning of Section 8-106(d)(2)of the UCC), and direction to apply any value (within the meaning of Section 9-106(b)(2) of the UCC)] attached hereto. THE BANK OF NOVA SCOTIA, as Collateral Agent By: Name:: Title: EXHIBIT C [FORM OF] OTHER LIQUIDATION NOTICE [LETTERHEAD OF SECURITY AGENT] [Date] THE BANK OF NOVA SCOTIA, as Collateral Agent 00 Xxxx Xxxxxx Xxxx, 00xx Xxxxx Xxxxxxx, XX Xxxxxx M5H 1H1 Attn: Xxx Mou Fax: (000) 000-0000 Re: COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of May 29, 2018, by and among THE BANK OF NOVA SCOTIA, in its capacity as Bank Security Agent, XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Existing 2013 Note Security Agent, THE BANK OF NEW YORK MELLON, in its capacity as Existing 2015 Note Security Agent, each Additional Note Security Agent that may have become a party thereto, and THE BANK OF NOVA SCOTIA, in its capacity as Collateral Agent (the “Intercreditor Agreement”).

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC In connection with the merger of MergerCo with and into the Company (hereinafter called the “CompanyMerger”), and pursuant to the Company agrees to sell to Merger Agreement, including Section 2.2 thereof, the undersigned, $ principal amount as the registered holder(s) of the Company’s certificate(s) (hereinafter called each, a “Certificate”) representing shares of Preferred Stock and/or Common Stock described in Box A and Box B below, encloses herewith and irrevocably surrenders the Certificates listed below. For purposes of this Letter of Transmittal, the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % undersigned” includes any joint owners of the principal amount thereofCertificates listed below. You are hereby authorized and instructed to cause the amounts payable to the undersigned pursuant to the Merger Agreement in respect of the Certificates surrendered herewith to be delivered to the undersigned pursuant to the wire transfer instructions below (or, plus accrued interest from if no such instructions are provided, by check payable to the date from which interest accrues order of the undersigned and delivered to the address of the undersigned as set forth in Box A and/or Box B below, and on the further terms and conditions set forth below). The undersigned will purchase acknowledges and agrees that all merger consideration delivered hereunder shall be net of all holdbacks, escrow amounts, adjustments and other items specified in the Designated Securities from Merger Agreement. WIRE TRANSFER INSTRUCTIONS: Payee Name: Account Number: Bank Name: Bank Address: ABA Number: Other: SHARES OF PREFERRED STOCK: BOX A:DESCRIPTION OF STOCK CERTIFICATE(S) SURRENDERED Name(s) and Address(es) of Registered Holder(s)(Please fill in exactly as name appears on Stock Certificate(s)) Stock Certificate(s) and Number of Share(s)(attach additional signed list, if necessary) CertificateNumber Total Number of Shares of Preferred Stock Represented by the Certificate If any Certificates representing any shares of Preferred Stock that you own have been lost, stolen, mutilated or destroyed, check this box. Please promptly notify the Company on at the address listed above for instructions as to the procedure to be followed in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, 20 (the “Delivery Date”stolen, mutilated or destroyed Certificates have been followed. SHARES OF COMMON STOCK: BOX B:DESCRIPTION OF STOCK CERTIFICATE(S) SURRENDERED Name(s) and interest Address(es) of Registered Holder(s)(Please fill in exactly as name appears on Stock Certificate(s)) Stock Certificate(s) and Number of Share(s)(attach additional signed list, if necessary) CertificateNumber Total Number of Shares of Common Stock Represented by the Designated Securities so purchased will accrue from Certificate If any Certificates representing any shares of Common Stock that you own have been lost, 20 stolen, mutilated or destroyed, check this box. [The undersigned will purchase the Designated Securities from Please promptly notify the Company on at the delivery date or dates and in address listed above for instructions as to the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are procedure to be purchased hereunder is hereinafter referred followed in order to as a “Delivery Date.”(4replace the Certificate(s)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office . This Letter of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form Transmittal and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall related documents cannot be affected by processed until the failure of any purchaser to take delivery of and make payment procedures for Designated Securities pursuant to other contracts similar to this contractreplacing lost, stolen, mutilated or destroyed Certificates have been followed. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:__________________

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4” (4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name: