0000929638-13-000704 Sample Contracts

Contract
Sale Agreement • December 20th, 2013 • SLM Funding LLC • Asset-backed securities • New York
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SLM Funding LLC Student Loan-Backed Notes [FORM OF] UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2013 • SLM Funding LLC • 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

FORM OF] INDENTURE among SLM STUDENT LOAN TRUST 20[__]-[__], as the Issuer, not in its individual capacity but solely as the Eligible Lender Trustee and not in its individual capacity but solely as the Indenture Trustee Dated as of [_____, 20__]
Indenture • December 20th, 2013 • SLM Funding LLC • Asset-backed securities • New York

INDENTURE, dated as of [_____], 20[__], among SLM STUDENT LOAN TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), [______________], not in its individual capacity but solely as eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible Lender Trustee”), and [______________], not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).

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