SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Sale Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of June 21, 2006 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2006-5 (the “Purchaser”), and Chase 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 Funding Interim Trust Agreement dated as of June 21, 2006 between the Seller and the Interim Eligible Lender Trustee, and Chase Bank USA, National Association, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2006-5 (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 St
SERVICING AGREEMENT among SALLIE MAE, INC., as Servicer, SALLIE MAE, INC., as Administrator, SLM STUDENT LOAN TRUST 2006-5, CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee and DEUTSCHE BANK...Servicing Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • New York
Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2006-5 (the “Issuer”), (ii) Chase 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 March 9, 2006 between SLM Funding LLC and the Eligible Lender Trustee, as amended and restated by an amended and restated trust agreement dated as of June 21, 2006 (the “Trust Agreement”) among SLM Funding LLC, the Eligible Lender Trustee and Deutsche Bank Trust Company Americas, 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 June 1, 2006 among the Issuer, the Eligible Lender Trustee and the Indenture Trustee, (iii) the Indenture Trustee and (iv) Sallie Mae, Inc., not in its individual capacity but solely in
INTERIM TRUST AGREEMENT between SLM FUNDING LLC, as the Depositor and CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of June 21, 2006Interim Trust Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of June 21, 2006, between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CHASE 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”).
SLM Funding LLC Student Loan-Backed Notes Series 2006-5 Underwriting AgreementUnderwriting Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • New York
provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in the related Pricing Agreement. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
INTERIM TRUST AGREEMENT between VG FUNDING, LLC, as the Seller and CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of VG Funding, LLC Dated as of June 21, 2006Interim Trust Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of June 21, 2006, between VG Funding, LLC (“VG Funding”) as the Purchaser and subsequent Seller of certain Loans, and CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “VG Funding Eligible Lender Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT among SLM FUNDING LLC, as Depositor CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual...Trust Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of June 21, 2006, among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as the Eligible Lender Trustee, and formerly known as Chase Manhattan Bank USA, National Association, and DEUTSCHE BANK TRUST COMPANY AMERICAS, 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.
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Purchase Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of June 21, 2006 among (i) VG Funding, LLC (“VG Funding”), (ii) Chase Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “VG Funding Eligible Lender Trustee”), for the benefit of VG Funding under the VG Funding Interim Trust Agreement dated as of June 21, 2006 between VG Funding and the VG Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) Chase 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 June 21, 2006 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 VG Funding herein mean the VG Funding Eligible Lender Tru
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of June 21, 2006 among SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Funding LLC (“Funding”) and Chase 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 June 21, 2006 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.
SLM STUDENT LOAN TRUST 2006-5 ADMINISTRATION AGREEMENT Dated as of June 21, 2006 Among SLM FUNDING LLC SLM STUDENT LOAN TRUST 2006-5 CHASE BANK USA, NATIONAL ASSOCIATION, as Eligible Lender Trustee SALLIE MAE, INC. and DEUTSCHE BANK TRUST COMPANY...Administration Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • New York
SLM Student Loan Trust 2006-5 Administration Agreement, dated as of June 21, 2006 (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2006-5 (the “Issuer”), Chase Bank USA, National Association, not in its individual capacity but solely in its capacity as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”), Deutsche Bank Trust Company Americas, 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”).
REMARKETING AGREEMENTRemarketing Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • New York
REMARKETING AGREEMENT, dated as of June 21, 2006, among SLM Student Loan Trust 2006-5 (the “Trust”), Sallie Mae, Inc., as administrator (the “Administrator”), Deutsche Bank Securities Inc. and Lehman Brothers Inc. (“Deutsche” and “Lehman”, in their capacities as remarketing agents under this Agreement, each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”).
INDENTURE among SLM STUDENT LOAN TRUST 2006-5, as the Issuer, CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Eligible Lender Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but...Indenture • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities • New York
INDENTURE, dated as of June 1, 2006, among SLM STUDENT LOAN TRUST 2006-5, a Delaware statutory trust (the “Issuer”), CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible Lender Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
Pricing Agreement Series 2006-5Pricing Agreement • June 26th, 2006 • SLM Student Loan Trust 2006-5 • Asset-backed securities
