SLM STUDENT LOAN TRUST 2009-1 ADMINISTRATION AGREEMENT Dated as of April 9, 2009Administration Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • New York
SLM Student Loan Trust 2009-1 Administration Agreement, dated as of April 9, 2009 (this “Agreement”), among SLM Funding LLC (the “Depositor”), SLM Student Loan Trust 2009-1 (the “Issuer”), The Bank of New York Mellon Trust Company, 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”).
SERVICING AGREEMENTServicing Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • New York
Sallie Mae, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLM Student Loan Trust 2009-1 (the “Issuer”), (ii) The Bank of New York Mellon Trust Company, 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 6, 2009, among SLM Funding LLC, the Eligible Lender Trustee and BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware Trustee”), as amended and restated by an amended and restated trust agreement dated as of April 9, 2009 (the “Trust Agreement”) among SLM Funding LLC, the Eligible Lender Trustee, the Delaware 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 April 9, 2009 among the Issuer, the Eligible Lender Trustee
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of April 9, 2009, among SLM FUNDING LLC, a Delaware limited liability company, as the Depositor, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as the Eligible Lender Trustee, BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as the Delaware Trustee, 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 and Excess Distribution Certificate Registrar hereunder.
INTERIM TRUST AGREEMENT between SLM FUNDING LLC, as the Depositor and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of April 9, 2009Interim Trust Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 9, 2009, between SLM FUNDING LLC, a Delaware limited liability company (the “Depositor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of April 9, 2009 among SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Funding LLC (“Funding”) and The Bank of New York Mellon Trust Company, 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 April 9, 2009 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.
Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • 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.
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of April 9, 2009 among (i) Town Hall Funding LLC (“Town Hall Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”), for the benefit of Town Hall Funding under the Town Hall Funding Interim Trust Agreement dated as of April 9, 2009 between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, 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 April 9, 2009 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon ex
INTERIM TRUST AGREEMENT between TOWN HALL FUNDING LLC, as the Seller and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Hall Funding LLC...Interim Trust Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 9, 2009, between Town Hall Funding LLC (“Town Hall Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of April 9, 2009 among (i) Bluemont Funding LLC (“Bluemont Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Bluemont Funding Eligible Lender Trustee”), for the benefit of Bluemont Funding under the Bluemont Funding Interim Trust Agreement dated as of April 9, 2009 between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, 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 April 9, 2009 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be effective upon execution
INTERIM TRUST AGREEMENTInterim Trust Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 9, 2009, between Town Center Funding LLC (“Town Center Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”).
ARTICLE IDefinitions and Usage ARTICLE IIAppointment of Bluemont Funding Eligible Lender Trustee ARTICLE IIIRepresentations and Warranties of Bluemont Funding ARTICLE VICompensation and Indemnity of Bluemont Funding Eligible Lender Trustee ARTICLE...Interim Trust Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 9, 2009, between Bluemont Funding LLC (“Bluemont Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Bluemont Funding Eligible Lender Trustee”).
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Sale Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of April 9, 2009 among SLM Funding LLC (in such capacity, the “Seller”), SLM Student Loan Trust 2009-1 (the “Purchaser”), and The Bank of New York Mellon Trust Company, 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 April 9, 2009 between the Seller and the Interim Eligible Lender Trustee, and The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Eligible Lender Trustee on behalf of the Purchaser (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 trans
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Purchase Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of April 9, 2009 among (i) Town Center Funding LLC (“Town Center Funding”), (ii) The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”), for the benefit of Town Center Funding under the Town Center Funding Interim Trust Agreement dated as of April 9, 2009 between Town Center Funding and the Town Center Funding Eligible Lender Trustee, (iii) SLM Funding LLC (“Funding”), (iv) The Bank of New York Mellon Trust Company, 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 April 9, 2009 between Funding and the Interim Eligible Lender Trustee and (v) Sallie Mae, Inc., as servicer (the “Servicer”), shall be eff
Pricing AgreementPricing Agreement • April 15th, 2009 • SLM Student Loan Trust 2009-1 • Asset-backed securities
SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 31, 2009 (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., with respect to the Designated Securities in Schedule I hereto, on the other hand, that the Company, (i) having caused the formation of the trust (the “Trust”) pursuant to a trust agreement, dated as of January 6, 2009 (the “Initial Trust Agreement”), between the Company, BNY Mellon Trust of Delaware, as Delaware Trustee (the “Delaware Trustee”) and The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee, (the “Eligible Lender Trustee”) will cause the Initial Trust Agreement to be amended and restate
