SLM Funding LLC Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • January 30th, 2006 • SLM Student Loan Trust 2006-1 • 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
SERVICING AGREEMENT among SALLIE MAE, INC., as Servicer, SALLIE MAE, INC., as Administrator, SLM STUDENT LOAN TRUST 2006-1, CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee and DEUTSCHE BANK...Servicing Agreement • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • New York
Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2006-1 (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 December 21, 2005 between SLM Funding LLC and the Eligible Lender Trustee, as amended and restated by an amended and restated trust agreement dated as of January 26, 2006 (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 January 1, 2006 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
SLM STUDENT LOAN TRUST 2006-1 ADMINISTRATION AGREEMENT Dated as of January 26, 2006 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2006-1 CHASE BANK USA, NATIONAL ASSOCIATION, as Eligible Lender Trustee SALLIE MAE, INC. and DEUTSCHE BANK TRUST COMPANY...Administration Agreement • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • New York
SLM Student Loan Trust 2006-1 Administration Agreement, dated as of January 26, 2006 (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2006-1 (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”).
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 • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of January 26, 2006, 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.
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 January 1, 2006Interim Trust Agreement • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of January 1, 2006, 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”).
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Sale Agreement • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of January 26, 2006 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2006-1 (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 January 1, 2006 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 2006-1 (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 Tru
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Purchase Agreement • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of January 26, 2006 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 January 26, 2006 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 January 26, 2006 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 L
INDENTURE among SLM STUDENT LOAN TRUST 2006-1, 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...Indenture • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • New York
INDENTURE, dated as of January 1, 2006, among SLM STUDENT LOAN TRUST 2006-1, 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 • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of January 26, 2006 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 January 26, 2006 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 • January 30th, 2006 • SLM Student Loan Trust 2006-1 • 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 January 20, 2006 (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named 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 December 21, 2005 (the “Initial Trust Agreement”), between the Company and Chase Bank USA, National Association, as eligible lender trustee (the “Eligible Lender Trustee”), will cause the Initial Trust Agreement to be amended and restated by an Amended and Restated Trust Agreement, dated as of the Time of Delivery, among the Company, the Eligible Lender
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 January 1, 2006Interim Trust Agreement • January 30th, 2006 • SLM Student Loan Trust 2006-1 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of January 1, 2006, 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”).
