SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Sale Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of April 30, 2008 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2008-5 (the “Purchaser”), and The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of the Seller under the Funding Interim Trust Agreement dated as of April 30, 2008 between the Seller and the Interim Eligible Lender Trustee, and The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Eligible Lender Trustee on behalf of the Purchaser (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 Student
SLM STUDENT LOAN TRUST 2008-5 ADMINISTRATION AGREEMENT Dated as of April 30, 2008 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2008-5 THE BANK OF NEW YORK TRUST COMPANY, N.A., as Eligible Lender Trustee SALLIE MAE, INC. as Administrator and as...Administration Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • New York
SLM Student Loan Trust 2008-5 Administration Agreement, dated as of April 30, 2008 (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2008-5 (the “Issuer”), The Bank of New York Trust Company, N.A., 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”).
SERVICING AGREEMENT among SALLIE MAE, INC., as Servicer, SALLIE MAE, INC., as Administrator, SLM STUDENT LOAN TRUST 2008-5, THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee and DEUTSCHE...Servicing Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • New York
Re: The Servicing Agreement dated as of April 30, 2008 (the “Agreement”), among SLM Student Loan Trust 2008-5, as Issuer, Sallie Mae, Inc., as Servicer, Sallie Mae, Inc., as Administrator, The Bank of New York Trust Company, N.A., as Eligible Lender Trustee, and Deutsche Bank Trust Company Americas, as Indenture Trustee
AMENDED AND RESTATED TRUST AGREEMENT among SLM FUNDING LLC, as Depositor THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee, BNYM (DELAWARE), formerly known as The Bank of New York...Trust Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of April 30, 2008, among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as the Eligible Lender Trustee, BNYM (DELAWARE), formerly known as The Bank of New York (Delaware), a Delaware banking corporation, not in its individual capacity but solely as the Delaware Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as the Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent hereunder.
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 Eligible Lender Trustee Dated as of April 30, 2008Interim Trust Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 30, 2008, 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 Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of April 30, 2008 among SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Funding LLC (“Funding”) and The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of April 30, 2008 between Funding and the Interim Eligible Lender Trustee, shall be effective upon execution by the parties hereto. References to Funding herein mean the Interim Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Eligible Loans.
SLM Funding LLC Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • 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 to the Company, and the Company proposes to 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 am
INDENTURE among SLM STUDENT LOAN TRUST 2008-5, as the Issuer, THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as the Eligible Lender Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity...Indenture • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • New York
INDENTURE, dated as of April 30, 2008, among SLM STUDENT LOAN TRUST 2008-5, a Delaware statutory trust (the “Issuer”), THE BANK OF NEW YORK TRUST COMPANY, N.A., 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 • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of April 30, 2008 among (i) Town Hall Funding LLC (“Town Hall Funding”), (ii) The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”), for the benefit of Town Hall Funding under the Town Hall Funding Interim Trust Agreement dated as of April 30, 2008 between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of April 30, 2008 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon execution by the parties hereto. References t
INTERIM TRUST AGREEMENT between TOWN HALL FUNDING LLC, as the Seller and THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Hall Funding LLC Dated as of April 30, 2008Interim Trust Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 30, 2008, between Town Hall Funding LLC (“Town Hall Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of April 30, 2008 among (i) Town Center Funding LLC (“Town Center Funding”), (ii) The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”), for the benefit of Town Center Funding under the Town Center Funding Interim Trust Agreement dated as of April 30, 2008 between Town Center Funding and the Town Center Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of April 30, 2008 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon execution by the parties hereto
INTERIM TRUST AGREEMENT between TOWN CENTER FUNDING LLC, as the Seller and THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Center Funding LLC Dated as of April 30, 2008Interim Trust Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 30, 2008, between Town Center Funding LLC (“Town Center Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Purchase Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of April 30, 2008 among (i) Bluemont Funding LLC (“Bluemont Funding”), (ii) The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Bluemont Funding Eligible Lender Trustee”), for the benefit of Bluemont Funding under the Bluemont Funding Interim Trust Agreement dated as of April 30, 2008 between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of April 30, 2008 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon execution by the parties hereto. References to Bluem
INTERIM TRUST AGREEMENT between BLUEMONT FUNDING LLC, as the Seller and THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Bluemont Funding LLC Dated as of April 30, 2008Interim Trust Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 30, 2008, between Bluemont Funding LLC (“Bluemont Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Bluemont Funding Eligible Lender Trustee”).
Pricing AgreementPricing Agreement • May 2nd, 2008 • SLM Student Loan Trust 2008-5 • Asset-backed securities
