SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Sale Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of July 19, 2012 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2012-5 (the “Purchaser” or the “Trust”), and Deutsche Bank Trust Company Americas, 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 July 19, 2012 between the Seller and the Interim Eligible Lender Trustee, and Deutsche Bank Trust Company Americas, 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 Stu
SLM STUDENT LOAN TRUST 2012-5 ADMINISTRATION AGREEMENT Dated as of July 19, 2012 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2012-5 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Eligible Lender Trustee SALLIE MAE, INC. as Administrator and as Servicer and...Administration Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • New York
SLM Student Loan Trust 2012-5 Administration Agreement, dated as of July 19, 2012 (this "Agreement"), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2012-5 (the “Issuer”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”), Deutsche Bank National Trust Company, 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 2012-5, DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee and DEUTSCHE BANK...Servicing Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • New York
Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2012-5 (the “Issuer”), (ii) Deutsche Bank Trust Company Americas, a New York banking corporation, 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 April 10, 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 July 19, 2012 (the “Trust Agreement”), among SLM Funding LLC, the Eligible Lender Trustee, the Delaware Trustee and Deutsche Bank National Trust Company, not in its individual capacity but solely in its capacity as the indenture trustee (the “Indenture Trustee”), under an indenture dated as of July 19, 2012 (the “Indenture”), among the Issuer, the Eligible Lender Trustee and the Indenture
AMENDED AND RESTATED TRUST AGREEMENT among SLM FUNDING LLC, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee, DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity...Trust Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of July 19, 2012, among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as the eligible lender trustee (the “Eligible Lender Trustee”), DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as the Delaware Trustee, and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, not in its individual capacity but solely as the indenture trustee (the “Indenture Trustee”), acting as the Excess Distribution Certificate Paying Agent and Excess Distribution Certificate Registrar hereunder.
INTERIM TRUST AGREEMENT between SLM FUNDING LLC, as the Depositor and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of July 19, 2012Interim Trust Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of July 19, 2012, between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, 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 • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • New York
SLM Funding LLC Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • 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
INTERIM TRUST AGREEMENT between and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of VL Funding LLC Dated as of July 19, 2012Interim Trust Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of July 19, 2012, between VL FUNDING LLC (“VL Funding”) as the Purchaser and subsequent Seller of certain Loans, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Eligible Lender Trustee (the “VL Funding Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of July 19, 2012 among (i) VL Funding LLC (“VL Funding”), (ii) Deutsche Bank Trust Company Americas, 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 July 19, 2012 between VL Funding and the VL Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) Deutsche Bank Trust Company Americas, 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 July 19, 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 VL Funding herein mean the VL Funding Eligible Lender Trus
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of July 19, 2012 among (i) Town Hall Funding LLC (“Town Hall Funding”), (ii) Deutsche Bank Trust Company Americas, 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 July 19, 2012 between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) Deutsche Bank Trust Company Americas, 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 July 19, 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 Town Hall
INTERIM TRUST AGREEMENT between TOWN HALL FUNDING LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Hall Funding LLC Dated as of July 19, 2012Interim Trust Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of July 19, 2012, between TOWN HALL FUNDING LLC (“Town Hall Funding”) as the Purchaser and subsequent Seller of certain Loans, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, 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 • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of July 19, 2012 among (i) Town Center Funding LLC (“Town Center Funding”), (ii) Deutsche Bank Trust Company Americas, 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 July 19, 2012 between Town Center Funding and the Town Center Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) Deutsche Bank Trust Company Americas, 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 July 19, 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. Reference
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of July 19, 2012 among (i) Bluemont Funding LLC (“Bluemont Funding”), (ii) Deutsche Bank Trust Company Americas, 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 July 19, 2012 between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) Deutsche Bank Trust Company Americas, 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 July 19, 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 Bluemont Funding
INTERIM TRUST AGREEMENT between TOWN CENTER FUNDING LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Center Funding LLC Dated as of July 19, 2012Interim Trust Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT between BLUEMONT FUNDING LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Bluemont Funding LLC Dated as of July 19, 2012Interim Trust Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities • Delaware
TABLE OF CONTENTS Page ARTICLE I Definitions and Usage 1 ARTICLE II Appointment of Bluemont Funding Eligible Lender Trustee 2 SECTION 2.1. Appointment of Bluemont Funding Eligible Lender Trustee 2 SECTION 2.2. Declaration of Trust 2 SECTION 2.3. Title to Interim Trust Loans 2 ARTICLE III Representations and Warranties of Bluemont Funding 2 ARTICLE IV Authority and Duties of Bluemont Funding Eligible Lender Trustee 3 SECTION 4.1. General Authority 3 SECTION 4.2. General Duties 3 SECTION 4.3. No Duties Except as Specified in this Agreement 3 SECTION 4.4. No Action Except Under Specified Documents 4 SECTION 4.5. Restrictions 4 ARTICLE V Concerning the Bluemont Funding Eligible Lender Trustee 4 SECTION 5.1. Acceptance of Trust and Duties 4 SECTION 5.2. Representations and Warranties 5 SECTION 5.3. Not Acting in Individual Capacity 5 SECTION 5.4. Bluemont Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans 5 ARTICLE VI Compensation and Indemnity of Bluemont Funding Eligib
Pricing AgreementPricing Agreement • July 19th, 2012 • SLM Student Loan Trust 2012-5 • Asset-backed securities
