0001162318-07-000795 Sample Contracts

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ELIGIBLE LENDER TRUST AGREEMENT between WELLS FARGO STUDENT LOAN TRUST 20__-__ as Grantor and [ELIGIBLE LENDER TRUSTEE] as Eligible Lender Trustee Dated as of __________, 20__
Eligible Lender Trust Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • New York

THIS ELIGIBLE LENDER TRUST AGREEMENT is made on __________, 20__, by and between WELLS FARGO STUDENT LOAN TRUST 20__-__ (the “Grantor”) and [ELIGIBLE LENDER TRUSTEE], as eligible lender trustee (the “Eligible Lender Trustee”).

WELLS FARGO STUDENT LOAN TRUST 20__-_ ADMINISTRATION AGREEMENT Dated as of __________, 20__ Among WELLS FARGO STUDENT LOANS RECEIVABLES I, LLC, as Depositor, WELLS FARGO STUDENT LOAN TRUST 20__-_, as Issuer, WELLS FARGO BANK, N.A., as Servicer and...
Administration Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • New York

Wells Fargo Student Loan Trust 20__-_ Administration Agreement, dated as of __________, 20__ (this “Agreement”), among Wells Fargo Student Loans Receivables I, LLC (the “Depositor”), Wells Fargo Student Loan Trust 20__-_, as Issuer (the “Issuer”), [INDENTURE TRUSTEE], not in its individual capacity but solely in its capacity as indenture trustee (in such capacity, the “Indenture Trustee”), Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as servicer (in such capacity, the “Servicer”), and Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as administrator (in such capacity, the “Administrator”).

REMARKETING AGREEMENT
Remarketing Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • New York

REMARKETING AGREEMENT, dated as of __________, 20__, among Wells Fargo Student Loan Trust __-__ (the “Trust”), Wells Fargo Bank, N.A., as administrator (the “Administrator”), [REMARKETING AGENT 1] and [REMARKETING AGENT 2], as remarketing agents under this Agreement (each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”).

SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER ____
Sale Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • New York

These Sale Agreement Master Securitization Terms Number ____ (“Master Sale Terms”) dated as of __________, 20__ among Wells Fargo Student Loans Receivables I, LLC (the “Seller”), Wells Fargo Student Loan Trust 20__-_ (the “Purchaser”) and [Interim Eligible Lender Trustee], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of and on behalf of the Seller under the Interim Eligible Lender Trust Agreement dated as of __________, 20__ between the Seller and the Interim Eligible Lender Trustee, and [Eligible Lender Trustee], not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the benefit of and on behalf of the Purchaser under the Eligible Lender Trust Agreement dated as of __________, 20__, between the Purchaser and the Eligible Lender Trustee, shall be effective upon execution by the parties hereto. References to the Seller herein mean the Interim Eligible

ELIGIBLE LENDER TRUST AGREEMENT
Eligible Lender Trust Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • New York

THIS ELIGIBLE LENDER TRUST AGREEMENT is made on __________, 20__, by and between WELLS FARGO STUDENT LOANS RECEIVABLES I, LLC (the “Grantor”) and [INTERIM ELIGIBLE LENDER TRUSTEE], as interim eligible lender trustee (the “Interim Eligible Lender Trustee”).

AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF WELLS FARGO STUDENT LOAN RECEIVABLES, LLC
Limited Liability Company Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities

This Amendment No. 1 to that certain Limited Liability Company Agreement (the “LLC Agreement”) of WELLS FARGO STUDENT LOANS RECEIVABLES, LLC (the “Company”) dated as of August 31, 2001, is made as of November 6, 2001.

WELLS FARGO STUDENT LOANS RECEIVABLES I, LLC Student Loan Asset-Backed Notes (Issuable in Series) UNDERWRITING AGREEMENT
Underwriting Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • New York

The Student Loans will be serviced by Wells Fargo Bank pursuant to a Servicing Agreement (the “Servicing Agreement”), dated as of the close of business on the date specified in the applicable Terms Agreement as of the closing date (such date, the “Closing Date”), by and among Wells Fargo Bank, as servicer (in such capacity, the “Servicer”), the Administrator (as hereinafter defined), the issuing entity described in the applicable Terms Agreement (the “Issuer”) and the Indenture Trustee (as hereinafter defined). With respect to each series, Wells Fargo Bank, as administrator (in such capacity, the “Administrator”), will enter into an administration agreement, dated as of the Closing Date (the “Administration Agreement”), with the Issuer, the Depositor, the Servicer and the Indenture Trustee (as hereinafter defined).

LIMITED LIABILITY COMPANY AGREEMENT OF WELLS FARGO STUDENT LOAN RECEIVABLES, LLC
Limited Liability Company Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • Delaware

This Limited Liability Company Agreement of WELLS FARGO STUDENT LOAN RECEIVABLES, LLC (the “Company”) is made as of August 31, 2001, by WELLS FARGO & COMPANY as the sole member (“Member”).

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER ____
Purchase Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • New York

These Purchase Agreement Master Securitization Terms Number ____ (“Master Terms”) dated as of __________, 20__ among Wells Fargo Bank, N.A. (the “Seller”), Wells Fargo Student Loans Receivables I, LLC (the “Purchaser”) and [Interim Eligible Lender Trustee], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of and on behalf of the Purchaser under the Interim Eligible Lender Trust Agreement, dated as of __________, 20__, between the Purchaser and the Interim Eligible Lender Trustee, shall be effective upon execution by the parties hereto. References to the Purchaser herein mean the Interim Eligible Lender Trustee, for all purposes involving the holding or transferring of legal title to the Trust Student Loans.

SERVICING AGREEMENT among WELLS FARGO BANK, N.A., as Servicer and as Administrator, WELLS FARGO STUDENT LOAN TRUST 20__-__, as Issuer, and [INDENTURE TRUSTEE], not in its individual capacity but solely as Indenture Trustee Dated as of __________, 20__
Servicing Agreement • September 17th, 2007 • Wells Fargo Student Loans Receivables I LLC • Asset-backed securities • New York

Wells Fargo Bank, N.A., a national banking association, as servicer (in such capacity, the “Servicer”) and as administrator (in such capacity, the “Administrator”), hereby agrees with Wells Fargo Student Loan Trust 20__-_, as issuer (the “Issuer”), and [INDENTURE TRUSTEE], not in its individual capacity but solely in its capacity as the indenture trustee (the “Indenture Trustee”), as follows:

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