0001104659-04-002549 Sample Contracts

TRUST AGREEMENT among SLM FUNDING LLC, as Depositor CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee and THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture...
Trust Agreement • February 4th, 2004 • SLM Funding LLC • Asset-backed securities • Delaware

TRUST AGREEMENT dated as of January 1, 2004, among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as the Eligible Lender Trustee, and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as the Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent hereunder.

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SLM STUDENT LOAN TRUST 2004-1 ADMINISTRATION AGREEMENT Dated as of January 29, 2004 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2004-1 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Eligible Lender Trustee SALLIE MAE, INC. THE BANK OF NEW YORK,...
Administration Agreement • February 4th, 2004 • SLM Funding LLC • Asset-backed securities • New York

SLM Student Loan Trust 2004-1 Administration Agreement, dated as of January 29, 2004 (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2004-1 (the “Issuer”), Chase Manhattan Bank USA, National Association, not in its individual capacity but solely in its capacity as eligible lender trustee (the “Eligible Lender Trustee”), The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee (the “Indenture Trustee”), Sallie Mae, Inc. (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”).

among SLM STUDENT LOAN TRUST 2004-1 as the Issuer, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Eligible Lender Trustee and THE BANK OF NEW YORK, not in its individual capacity but solely as the...
Indenture • February 4th, 2004 • SLM Funding LLC • Asset-backed securities • New York

INDENTURE, dated as of January 1, 2004, among SLM STUDENT LOAN TRUST 2004-1, a Delaware statutory trust (the “Issuer”), CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as eligible lender trustee on behalf of the Issuer (the “Eligible Lender Trustee”), and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
Sale Agreement • February 4th, 2004 • SLM Funding LLC • Asset-backed securities • New York

These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of January 29, 2004 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2004-1 (the “Purchaser”), and 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 the Seller under the Interim Trust Agreement dated as of January 1, 2004 between the Seller and the Interim Eligible Lender Trustee, and Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2004-1 (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 titl

SERVICING AGREEMENT among SALLIE MAE, INC., as Servicer, SALLIE MAE, INC., as Administrator, SLM STUDENT LOAN TRUST 2004-1, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee and THE...
Servicing Agreement • February 4th, 2004 • SLM Funding LLC • Asset-backed securities • New York

Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2004-1 (the “Issuer”), (ii) Chase Manhattan Bank USA, 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 January 1, 2004 (the “Trust Agreement”) among SLM Funding LLC, the Eligible Lender Trustee and The Bank of New York, not in its individual capacity but solely in its capacity as the indenture trustee (the “Indenture Trustee”), under an indenture (the “Indenture”) dated as of January 1, 2004 among the Issuer, the Eligible Lender Trustee and the Indenture Trustee, and (iii) Sallie Mae, Inc., not in its individual capacity but solely in its capacity as administrator (in such capacity, the “Administrator”) under the Administration Agreement as follows:

SLM Funding LLC Student Loan-Backed Notes Underwriting Agreement for Publicly Offered Notes
SLM Funding LLC • February 4th, 2004 • Asset-backed securities • New York

From time to time the Student Loan Marketing Association (“SLMA”), a corporation formed under the laws of the United States of America, and SLM Funding LLC, a Delaware limited liability company and a wholly-owned subsidiary of SLMA (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. 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 and 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 amount

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
Purchase Agreement • February 4th, 2004 • SLM Funding LLC • Asset-backed securities • New York

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of January 29, 2004 among Student Loan Marketing Association (“SLMA”), SLM Funding LLC (“Funding”) and 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 January 1, 2004 between Funding and the Interim Eligible Lender Trustee, 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.

INTERIM TRUST AGREEMENT between SLM FUNDING LLC, as the Depositor and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of January 1, 2004
Interim Trust Agreement • February 4th, 2004 • SLM Funding LLC • Asset-backed securities • Delaware

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of January 1, 2004, between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).

Pricing Agreement for Publicly Offered Notes
SLM Funding LLC • February 4th, 2004 • Asset-backed securities

SLM Funding LLC, a Delaware limited liability company (the “Company”), and the Student Loan Marketing Association, a corporation formed under the laws of the United States of America (“SLMA”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 21, 2004 (the “Underwriting Agreement”), between the Company and SLMA, on the one hand, and Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated, on the other hand, that the Company will cause the trust (the “Trust”) to be formed pursuant to a trust agreement, dated as of January 1, 2004, among the Company, Chase Manhattan Bank USA, National Association, as eligible lender trustee (the “Eligible Lender Trustee”) and the Indenture Trustee (defined below), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured purs

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