0001104659-05-019724 Sample Contracts

INDENTURE between SLM PRIVATE CREDIT STUDENT LOAN TRUST 2005-A, as Issuer and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Indenture • May 3rd, 2005 • SLM Private Credit Student Loan Trust 2005-A • Federal & federally-sponsored credit agencies • New York

This INDENTURE, dated as of April 1, 2005, is between SLM PRIVATE CREDIT STUDENT LOAN TRUST 2005-A, a Delaware statutory trust (the “Issuer”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

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SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000 between SLM EDUCATION CREDIT FINANCE CORPORATION, as Seller and SLM EDUCATION CREDIT FUNDING LLC, as Purchaser Dated as of April 28, 2005
Sale Agreement • May 3rd, 2005 • SLM Private Credit Student Loan Trust 2005-A • Federal & federally-sponsored credit agencies • New York

These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”), dated as of April 28, 2005, between SLM Education Credit Finance Corporation, in its capacity as seller (in such capacity, the “Seller”), and SLM Education Credit Funding LLC, as purchaser (the “Purchaser”), shall be effective upon execution by the parties hereto.

AMENDED AND RESTATED TRUST AGREEMENT among SLM EDUCATION CREDIT FUNDING LLC, as Depositor CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely, as Trustee, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION not in its individual...
Trust Agreement • May 3rd, 2005 • SLM Private Credit Student Loan Trust 2005-A • Federal & federally-sponsored credit agencies • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 28, 2005 (the “Agreement”), is among SLM EDUCATION CREDIT FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), CHASE BANK USA, NATIONAL ASSOCIATION (formerly known as 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, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Indenture Trustee, acting as the Excess Distribution Certificate Paying Agent (the “Indenture Trustee”).

ADMINISTRATION AGREEMENT among SLM EDUCATION CREDIT FUNDING LLC, as Depositor SALLIE MAE, INC., as Servicer and Administrator JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Indenture Trustee and SLM PRIVATE CREDIT STUDENT LOAN TRUST 2005-A, as Issuer...
Administration Agreement • May 3rd, 2005 • SLM Private Credit Student Loan Trust 2005-A • Federal & federally-sponsored credit agencies • New York

This ADMINISTRATION AGREEMENT, dated as of April 1, 2005, is among SALLIE MAE, INC., in its capacities as servicer (in such capacity, the “Servicer”) and as administrator (in such capacity, the “Administrator”), SLM EDUCATION CREDIT FUNDING LLC, as depositor (the “Depositor”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), and SLM PRIVATE CREDIT STUDENT LOAN TRUST 2005-A, as issuer (the “Issuer”).

SLM Education Credit Funding LLC Student Loan-Backed Notes Underwriting Agreement
Underwriting Agreement • May 3rd, 2005 • SLM Private Credit Student Loan Trust 2005-A • Federal & federally-sponsored credit agencies • New York

The undersigned hereby agrees to purchase from SLM Education Credit Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned,

SERVICING AGREEMENT among SALLIE MAE, INC.,
Servicing Agreement • May 3rd, 2005 • SLM Private Credit Student Loan Trust 2005-A • Federal & federally-sponsored credit agencies • New York

This SERVICING AGREEMENT, dated April 28, 2005, is among SALLIE MAE, INC., a Delaware corporation (in such capacity, the “Servicer”), SLM PRIVATE CREDIT STUDENT LOAN TRUST 2005-A (the “Issuer”), CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as trustee of the Issuer (the “Trustee”), SALLIE MAE, INC., as administrator (the “Administrator”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as Indenture Trustee (the “Indenture Trustee”).

Pricing Agreement
Pricing Agreement • May 3rd, 2005 • SLM Private Credit Student Loan Trust 2005-A • Federal & federally-sponsored credit agencies

SLM Education Credit Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation, formerly known as SLM Education Credit Management Corporation (“SLM Education Credit”), propose, subject to the terms and conditions stated in this letter agreement and in the Underwriting Agreement, dated April 20, 2005 (the “Underwriting Agreement”), between the Company and SLM Education Credit, on the one hand, and Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (the “Underwriters”), on the other hand, and subject to the Company having formed the trust (the “Trust”) pursuant to the trust agreement, dated as of March 29, 2005, between the Company and Chase Bank USA, National Association, as trustee (the “Trustee”), which trust agreement will be amended and restated by an Amended and Restated Trust Agreement, dated as of the Time of Delivery among the Compan

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