SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Sale Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of March 15, 2012 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2012-2 (the “Purchaser” or the “Trust”), and The Bank of New York Mellon Trust Company, 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 March 15, 2012 between the Seller and the Interim Eligible Lender Trustee, and The Bank of New York Mellon Trust Company, National Association, 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
SLM STUDENT LOAN TRUST 2012-2 ADMINISTRATION AGREEMENT Dated as of March 15, 2012 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2012-2 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Eligible Lender Trustee SALLIE MAE, INC. as...Administration Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • New York
SLM Student Loan Trust 2012-2 Administration Agreement, dated as of March 15, 2012 (this "Agreement"), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2012-2 (the “Issuer”), The Bank of New York Mellon Trust Company, 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”).
SLM Funding LLC Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • 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
SERVICING AGREEMENT among SALLIE MAE, INC., as Servicer, SALLIE MAE, INC., as Administrator, SLM STUDENT LOAN TRUST 2012-2, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender...Servicing Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • New York
Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2012-2 (the “Issuer”), (ii) The Bank of New York Mellon Trust Company, 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 February 16, 2012, among SLM Funding LLC, the Eligible Lender Trustee and Deutsche Bank Trust Company Delaware, as Delaware trustee (the “Delaware Trustee”), as amended and restated by an amended and restated trust agreement dated as of March 15, 2012 (the “Trust Agreement”), among SLM Funding LLC, the Eligible Lender Trustee, the Delaware 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 dated as of March 15, 2012 (the “Indenture”), among the Issuer, the Eligible L
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • New York
AMENDED AND RESTATED TRUST AGREEMENT among SLM FUNDING LLC, as Depositor THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee, DEUTSCHE BANK TRUST COMPANY DELAWARE, not...Trust Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • Delaware
In connection with our acquisition of the above Certificate, we certify that (a) we understand that the Certificate is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and is being transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we are an institutional “accredited investor,” as defined in Rule 501 (a) (1), (2), (3) or (7) of Regulation D under the Securities Act or an entity in which all of the equity owners come within such paragraphs, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificate, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificate and all matters relating thereto or any additional information deemed necessary to our decision to purchase th
INTERIM TRUST AGREEMENT between SLM FUNDING LLC, as the Depositor and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of March 15, 2012Interim Trust Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 15, 2012, between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, 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 1000Purchase Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of March 15, 2012 among (i) VL Funding LLC (“VL Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “VL Funding Eligible Lender Trustee”), for the benefit of VL Funding under the VL Funding Interim Trust Agreement dated as of March 15, 2012 between VL Funding and the VL Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, 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 March 15, 2012 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 V
INTERIM TRUST AGREEMENT between and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of VL Funding LLC Dated as of March 15, 2012Interim Trust Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • Delaware
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of March 15, 2012 among (i) Bluemont Funding LLC (“Bluemont Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, 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 March 15, 2012 between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, 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 March 15, 2012 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon execut
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of March 15, 2012 among (i) Town Hall Funding LLC (“Town Hall Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, 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 March 15, 2012 between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, 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 March 15, 2012 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • New York
INTERIM TRUST AGREEMENT between TOWN HALL FUNDING LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Hall Funding LLC Dated as of March...Interim Trust Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 15, 2012, between TOWN HALL FUNDING LLC (“Town Hall Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”).
INTERIM TRUST AGREEMENT between TOWN CENTER FUNDING LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Center Funding LLC Dated as of...Interim Trust Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 15, 2012, between TOWN CENTER FUNDING LLC (“Town Center Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”).
INTERIM TRUST AGREEMENT between BLUEMONT FUNDING LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Bluemont Funding LLC Dated as of March...Interim Trust Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 15, 2012, between BLUEMONT FUNDING LLC (“Bluemont Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Bluemont Funding Eligible Lender Trustee”).
Pricing AgreementPricing Agreement • March 15th, 2012 • SLM Student Loan Trust 2012-2 • Asset-backed securities
