LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SLM EDUCATION CREDIT FUNDING, LLCLimited Liability Company Operating Agreement • April 29th, 2005 • SLM Education Credit Funding LLC • Federal & federally-sponsored credit agencies • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SLM EDUCATION CREDIT FUNDING, LLC, a limited liability company formed pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. Section 18-101, et .seq.) and this Agreement is entered into by SLM Education Credit Management Corporation, a corporation organized and existing under the laws of the State of Delaware, as the sole member (the “Member”) and Dominic A. Borriello (“Springing Member 1”), as Springing Member 1 and as Independent Manager, and Kim E. Luthans (“Springing Member 2”), as Springing Member 2 as an Independent Manager.
INDENTURE among SLM PRIVATE CREDIT STUDENT LOAN TRUST 200 - , as Issuer, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee and JPMORGAN CHASE BANK, not in its individual capacity but...Indenture • April 29th, 2005 • SLM Education Credit Funding LLC • Federal & federally-sponsored credit agencies • New York
INDENTURE dated as of , 200 , among SLM PRIVATE CREDIT STUDENT LOAN TRUST 200 - , a Delaware business trust (the “Issuer”), CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a Delaware banking corporation, not in its individual capacity but solely as trustee on behalf of the Issuer (the “Eligible Lender Trustee”), and JPMORGAN CHASE BANK, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”).
FORM OF TRUST AGREEMENT among SLM EDUCATION CREDIT FUNDING LLC, as Depositor CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely, as Trustee, and JPMORGAN CHASE BANK, not in its individual capacity but solely as...Trust Agreement • April 29th, 2005 • SLM Education Credit Funding LLC • Federal & federally-sponsored credit agencies • Delaware
This TRUST AGREEMENT, dated as of , 20 (the “Agreement”), is among SLM EDUCATION CREDIT FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as the Trustee (the “Trustee”) and JPMORGAN CHASE BANK, not in its individual capacity but solely as the Indenture Trustee (the “Indenture Trustee”).
FORM OF ADMINISTRATION AGREEMENT among SALLIE MAE SERVICING L.P., as Servicer SLM EDUCATION CREDIT FUNDING LLC, as Depositor SALLIE MAE, INC., as Administrator JPMORGAN CHASE BANK, as Indenture Trustee and SLM PRIVATE CREDIT STUDENT LOAN TRUST 20...Administration Agreement • April 29th, 2005 • SLM Education Credit Funding LLC • Federal & federally-sponsored credit agencies • New York
WHEREAS, the Issuer is issuing six classes of Student Loan-Backed Notes (collectively, the “Notes”) pursuant to the Indenture, dated as of , 20 (the “Indenture”), between the Issuer and the Indenture Trustee and one class of Student Loan-Backed Certificates (the “Certificates”) pursuant to the Trust Agreement, dated as of ____ , 20 __ (the “Trust Agreement”), between the Depositor and the Trustee;
FORM OF SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000 between SLM EDUCATION CREDIT FUNDING LLC, as Seller and SLM PRIVATE CREDIT STUDENT LOAN TRUST 20 __________ — _________ , as Purchaser Dated as of , 20 ______________Sale Agreement • April 29th, 2005 • SLM Education Credit Funding LLC • Federal & federally-sponsored credit agencies • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”), dated as of , 20 ___, between SLM Education Credit Funding LLC, in its capacity as seller (in such capacity, the “Seller”), and SLM Private Credit Student Loan Trust 20 __ - __ , as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.
SERVICING AGREEMENT among SALLIE MAE SERVICING L.P., SALLIE MAE, INC., as Administrator SLM PRIVATE CREDIT STUDENT LOAN TRUST 200___-___, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee [and...Servicing Agreement • April 29th, 2005 • SLM Education Credit Funding LLC • Federal & federally-sponsored credit agencies • New York
WHEREAS, the Trustee will acquire certain education loans to be held in the Trust formed pursuant to a trust agreement (the “Trust Agreement”), dated as of ___, 200___, between the Depositor and the Trustee;
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement Master Securitization Terms Number • April 29th, 2005 • SLM Education Credit Funding LLC • Federal & federally-sponsored credit agencies • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of ___, 200___ among SLM Education Credit Funding LLC (“Funding”), [Chase Manhattan Bank USA, 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 ___, 200___ between Funding and the Interim Eligible Lender Trustee,] and SLM Education Credit Management Corporation (“SLM Education Credit”), 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.
Underwriting AgreementSLM Education Credit Funding LLC • April 29th, 2005 • Federal & federally-sponsored credit agencies • New York
From time to time, SLM Education Credit Management Corporation (“SLM Education Credit”), a Delaware corporation, and SLM Education Credit Funding LLC, a Delaware limited liability company and a wholly-owned subsidiary of SLM Education Funding (the “Company”), 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.
