SLM Private Credit Student Loan Trust 2007-A Sample Contracts

INTERIM TRUST AGREEMENT between SLM FUNDING LLC, as the Depositor and THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as the Interim Trustee Dated as of March 29, 2007
Interim Trust Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • Delaware

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 29, 2007, between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as Interim Trustee (the “Interim Trustee”).

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INTERIM TRUST AGREEMENT between VG FUNDING, LLC, as the Seller and THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Interim Trustee for the benefit of VG Funding, LLC Dated as of March 29, 2007
Interim Trust Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • Delaware

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 29, 2007, between VG Funding, LLC (“VG Funding”) as the Purchaser and subsequent Seller of certain Student Loans, and The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as Interim Trustee (the “VG Funding Trustee”).

SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000 among SLM FUNDING LLC, as Seller, SLM PRIVATE CREDIT STUDENT LOAN TRUST 2007-A, as Purchaser and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Interim Trustee Dated as of March 29, 2007
Sale Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • New York

These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”), dated as of March 29, 2007, among SLM Funding LLC, in its capacity as seller (in such capacity, the “Seller”), SLM Private Credit Student Loan Trust 2007-A, as purchaser (the “Purchaser”) and The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Trustee (the “Interim Trustee”) for the benefit of the Seller under the Funding Interim Trust Agreement dated as of March 29, 2007, between the Seller and the Interim Trustee and The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Trustee on behalf of SLM Private Credit Student Loan Trust 2007-A (the “Trustee”) shall be effective upon execution by the parties hereto. References to the Seller herein mean the Interim Trustee, and references to the Purchaser mean the Trustee for all purposes involving the holding or transferring of legal title to the Student Loans.

SLM Funding LLC Student Loan-Backed Notes Underwriting Agreement
Underwriting Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • New York
SLM PRIVATE CREDIT STUDENT LOAN TRUST 2007-A INDENTURE among SLM PRIVATE CREDIT STUDENT LOAN TRUST 2007-A, as Issuer THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Trustee and THE BANK OF NEW YORK, not in its...
Administration Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • New York

This INDENTURE, dated as of March 29, 2007, is among SLM PRIVATE CREDIT STUDENT LOAN TRUST 2007-A, a Delaware statutory trust (the “Issuer”), THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee and not in its individual capacity but solely as trustee (the “Trustee”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee and not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
Purchase Agreement Master Securitization Terms • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • New York

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”), dated as of March 29, 2007, among VG Funding, LLC, in its capacity as seller (in such capacity, the “Seller”), SLM Funding LLC, as purchaser (the “Purchaser”), and The Bank of New York Trust Company, N.A., not in its individual capacity but solely as trustee on behalf of the Purchaser (the “Interim Trustee”) for the benefit of Purchaser under the Interim Trust Agreement dated as of March 29, 2007 between Purchaser and Interim Trustee shall be effective upon execution by the parties hereto. References to the Purchaser means the Interim Trustee for all purposes involving the holding or transferring of legal title to the Student Loans.

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000 among SLM EDUCATION CREDIT FINANCE CORPORATION, as Seller and SLM FUNDING LLC, as Purchaser and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Interim Trustee Dated as of March 29, 2007
Purchase Agreement Master Securitization Terms • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • New York

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”), dated as of March 29, 2007, among SLM Education Credit Finance Corporation, in its capacity as seller (in such capacity, the “Seller”), SLM Funding LLC, as purchaser (the “Purchaser”), and The Bank of New York Trust Company, N.A., not in its individual capacity but solely as trustee on behalf of the Purchaser (the “Interim Trustee”) for the benefit of Purchaser under the Interim Trust Agreement dated as of March 29, 2007 between Purchaser and Interim Trustee, shall be effective upon execution by the parties hereto. References to Purchaser means the Interim Trustee for all purposes involving the holding or transferring of legal title to the Student Loans.

Pricing Agreement
Pricing Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • 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 March 22, 2007 (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the Underwriters with respect to the Designated Securities 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 January 2, 2007 (the “Initial Trust Agreement”), between the Company, The Bank of New York (Delaware), as Delaware Trustee (the “Delaware Trustee”) and Chase Bank USA, National Association, as trustee, (the “Trustee”) will cause the Initial Trust Agreement to be amended and resta

AMENDED AND RESTATED TRUST AGREEMENT among SLM FUNDING LLC, as Depositor THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely, as Trustee, THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as...
Trust Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 29, 2007 (the “Agreement”), is among SLM FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as successor trustee (the “Trustee”), THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as Delaware Trustee (the “Delaware Trustee”), and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as the Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent (the “Indenture Trustee”).

SLM PRIVATE CREDIT STUDENT LOAN TRUST 2007-A ADMINISTRATION AGREEMENT among SLM FUNDING LLC, as Depositor SALLIE MAE, INC., as Servicer and Administrator THE BANK OF NEW YORK, as Indenture Trustee THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee...
Administration Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of March 29, 2007, is among SALLIE MAE, INC., in its capacities as servicer (in such capacity, the “Servicer”) and as administrator (in such capacity, the “Administrator”), SLM FUNDING LLC, as depositor (the “Depositor”), THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee (the “Trustee”) and SLM PRIVATE CREDIT STUDENT LOAN TRUST 2007-A, as issuer (the “Issuer”).

SERVICING AGREEMENT among SALLIE MAE, INC., in its capacity as Servicer SALLIE MAE, INC., in its capacity as Administrator SLM PRIVATE CREDIT STUDENT LOAN TRUST 2007-A, as Issuer THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity...
Servicing Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • New York

This SERVICING AGREEMENT, dated March 29, 2007, is among SALLIE MAE, INC., a Delaware corporation (in such capacity, the “Servicer”), SLM PRIVATE CREDIT STUDENT LOAN TRUST 2007-A (the “Issuer”), THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely in its capacity as trustee of the Issuer (the “Trustee”), SALLIE MAE, INC., as administrator (the “Administrator”), and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely in its capacity as Indenture Trustee (the “Indenture Trustee”).

MASTER AGREEMENT
Disclosure Agreement • April 2nd, 2007 • SLM Private Credit Student Loan Trust 2007-A • Asset-backed securities • New York

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

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