0001193125-14-180430 Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT by and among SLM CORPORATION (Existing SLM), NEW BLC CORPORATION (SLM BankCo) and NAVIENT CORPORATION (Navient) Dated as of April 28, 2014

Separation and Distribution Agreement • May 2nd, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Separation and Distribution Agreement
• Filed
  May 2nd, 2014
• Company
  Navient Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 28, 2014 (this “Agreement”), is by and among SLM Corporation, a Delaware corporation (“Existing SLM”), New BLC Corporation, a Delaware corporation (“SLM BankCo”), and Navient Corporation, a Delaware corporation (“Navient”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

TAX SHARING AGREEMENT BETWEEN NAVIENT CORPORATION AND NEW BLC CORPORATION DATED AS OF APRIL 29, 2014

Tax Sharing Agreement • May 2nd, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Tax Sharing Agreement
• Filed
  May 2nd, 2014
• Company
  Navient Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

This TAX SHARING AGREEMENT, dated as of April 29, 2014 (this “Agreement”), is by and between Navient Corporation, a Delaware corporation (“Navient”) and New BLC Corporation, a Delaware corporation (“SLM BankCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement have the meanings set forth in the Separation and Distribution Agreement, dated as of April 28, 2014, by and among SLM Corporation, a Delaware corporation (“SLM”), SLM BankCo and Navient (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

TRANSITION SERVICES AGREEMENT BY AND BETWEEN NAVIENT CORPORATION AND SLM CORPORATION DATED AS OF APRIL 29, 2014

Transition Services Agreement • May 2nd, 2014 • Navient Corp • Security brokers, dealers & flotation companies

• Contract Type
  Transition Services Agreement
• Filed
  May 2nd, 2014
• Company
  Navient Corp
• Industry
  Security brokers, dealers & flotation companies

This TRANSITION SERVICES AGREEMENT, dated as of April 29, 2014 (this “Agreement”), is by and between Navient Corporation, a Delaware corporation (“Navient”), and SLM Corporation, a Delaware corporation (“SLM BankCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of April 28, 2014, by and among Existing SLM, SLM BankCo and Navient (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation and Distribution Agreement”).