SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Sale Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of June 29, 2005, among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2005-5 (the “Purchaser”), and Chase 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 Funding Interim Trust Agreement dated as of June 1, 2005, between the Seller and the Interim Eligible Lender Trustee, and Chase Bank USA, National Association, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2005-5 (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 S
SERVICING AGREEMENT among SALLIE MAE, INC., as Servicer, SALLIE MAE, INC., as Administrator, SLM STUDENT LOAN TRUST 2005-5, CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee and DEUTSCHE BANK...Servicing Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • New York
Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2005-5 (the “Issuer”), (ii) Chase Bank USA, National Association, 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 June 9, 2005 between SLM Funding LLC and the Eligible Lender Trustee, as amended and restated by an amended and restated trust agreement dated as of June 29, 2005 (the “Trust Agreement”) among SLM Funding LLC, the Eligible Lender 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 indenture (the “Indenture”) dated as of June 1, 2005 among the Issuer, the Eligible Lender Trustee and the Indenture Trustee, (iii) the Indenture Trustee and (iv) Sallie Mae, Inc., not in its individual capacity but solely in i
INTERIM TRUST AGREEMENT between SLM FUNDING LLC, as the Depositor and CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of June 1, 2005Interim Trust Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of June 1, 2005, between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).
SLM Funding LLC Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • New York
provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company, SLM ECFC or SLM Corporation by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
INTERIM TRUST AGREEMENT between VG FUNDING, LLC, as the Seller and CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of VG Funding, LLC Dated as of June 1, 2005Interim Trust Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of June 1, 2005, between VG Funding, LLC (“VG Funding”) as the Purchaser and subsequent Seller of certain Loans, and CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “VG Funding Eligible Lender Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT among SLM FUNDING LLC, as Depositor CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual...Trust Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of June 29, 2005, among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as the Eligible Lender Trustee, and formerly known as Chase Manhattan Bank USA, National Association, 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.
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Purchase Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of June 29, 2005, among (i) VG Funding, LLC (“VG Funding”), (ii) Chase Bank USA, National Association, 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 June 1, 2005, between VG Funding and the VG Funding Eligible Lender Trustee; (iii) SLM Funding LLC (“Funding”); (iv) Chase 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 June 1, 2005, 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 Eligible Lender T
SLM STUDENT LOAN TRUST 2005-5 ADMINISTRATION AGREEMENT Dated as of June 29, 2005 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2005-5 CHASE BANK USA, NATIONAL ASSOCIATION, as Eligible Lender Trustee SALLIE MAE, INC. and DEUTSCHE BANK TRUST COMPANY...Administration Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • New York
SLM Student Loan Trust 2005-5 Administration Agreement, dated as of June 29, 2005 (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2005-5 (the “Issuer”), Chase 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”).
REMARKETING AGREEMENTRemarketing Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • New York
INDENTURE among SLM STUDENT LOAN TRUST 2005-5, as the Issuer, CHASE 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 but...SLM Student Loan Trust 2005-5 • July 6th, 2005 • Asset-backed securities • New York
INDENTURE, dated as of June 1, 2005, among SLM STUDENT LOAN TRUST 2005-5, a Delaware statutory trust (the “Issuer”), CHASE 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”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of June 29, 2005 among SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Funding LLC (“Funding”) and Chase 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 June 1, 2005 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 • July 6th, 2005 • SLM Student Loan Trust 2005-5 • Asset-backed securities
