SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Sale Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of March 27, 2014 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2014-2 (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 March 27, 2014 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 S
SLM STUDENT LOAN TRUST 2014-2 ADMINISTRATION AGREEMENT Dated as of March 27, 2014 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2014-2 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Eligible Lender Trustee SALLIE MAE, INC. as Administrator and as Servicer...Administration Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • New York
SLM Student Loan Trust 2014-2 Administration Agreement, dated as of March 27, 2014 (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2014-2 (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”).
SLM Funding LLC Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • 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 2014-2, DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee and DEUTSCHE BANK...Servicing Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • New York
Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2014-2 (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 February 4, 2014, 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 27, 2014 (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 March 27, 2014 (the “Indenture”), among the Issuer, the Eligible Lender Trustee and the Indent
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • New York
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 • March 27th, 2014 • SLM Student Loan Trust 2014-2 • 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
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 March 27, 2014Interim Trust Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • Delaware
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of March 27, 2014 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 March 27, 2014 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 March 27, 2014 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 T
INTERIM TRUST AGREEMENT between VL FUNDING LLC 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 March 27, 2014Interim Trust Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 27, 2014, 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”).
INTERIM TRUST AGREEMENT between BLUE RIDGE FUNDING LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC Dated as of March 27, 2014Interim Trust Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 27, 2014, between BLUE RIDGE FUNDING LLC (“Blue Ridge 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 “Blue Ridge Funding Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of March 27, 2014 among (i) Blue Ridge Funding LLC (“Blue Ridge Funding”), (ii) Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Blue Ridge Funding Eligible Lender Trustee”), for the benefit of Blue Ridge Funding under the Blue Ridge Funding Interim Trust Agreement dated as of March 27, 2014 between Blue Ridge Funding and the Blue Ridge 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 March 27, 2014 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
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of March 27, 2014 among (i) SLM National Funding LLC (“SLM National Funding”), (ii) Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “SLM National Funding Eligible Lender Trustee”), for the benefit of SLM National Funding under the SLM National Funding Interim Trust Agreement dated as of March 27, 2014 between SLM National Funding and the SLM National 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 March 27, 2014 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 SLM NATIONAL FUNDING LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of SLM National Funding LLC Dated as of March 27, 2014Interim Trust Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of March 27, 2014, between SLM NATIONAL FUNDING LLC (“SLM National 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 “SLM National Funding Eligible Lender Trustee”).
Pricing AgreementPricing Agreement • March 27th, 2014 • SLM Student Loan Trust 2014-2 • Asset-backed securities
