SLMA 2010-2 Prospectus

8/8/2019 SLMA 2010-2 Prospectus

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Prospectus Supplement to Base Prospectus dated August 18, 2010

$760,379,000

SLM Student Loan Trust 2010-2Issuing Entity

SLM Funding LLCDepositor

Sallie Mae, Inc.Sponsor, Master Servicer and Administrator

Student Loan-Backed NotesOn or about August 26, 2010, the trust will issue:

Class Principal Interest Rate Maturity

Floating Rate Class A Notes $ 738,000,000 1-month LIBOR plus 0.50% April 25, 2033Floating Rate Class B Notes $ 22,379,000 1-month LIBOR plus 0.90% December 28, 2043

The trust will make payments primarily from collections on a pool of FFELP student loans. Interest and principal on the notes will be payable monthlyon the 25th day (or if such day is not a business day, the next business day) of each calendar month, beginning in September 2010. In general, thetrust will pay principal to the class A notes until such class of notes is paid in full, and then to the class B notes until paid in full. Interest on the class Bnotes will be subordinate to interest on the class A notes and principal on the class B notes will be subordinate to both principal and interest on theclass A notes. Credit enhancement for the notes consists of excess interest on the trust student loans, subordination of the class B notes to the classA notes, overcollateralization and the reserve account. In addition, the trust will deposit funds, on the closing date, into the capitalized interest account.These funds will be available only for a limited period of time. The interest rates on the notes will be determined by reference to LIBOR. A descriptionof how LIBOR is determined appears under Additional Information Regarding the NotesDetermination of IndicesLIBOR in the base prospectus.

We are offering the notes through the underwriters at the prices shown below when and if issued. Application has been made for the notes to be listedon the Official List of the Luxembourg Stock Exchange and to be traded on the Luxembourg Stock Exchanges Euro MTF Market.

We are not offering the notes in any state or other jurisdiction where the offer is prohibited.

All of the class B notes will be retained by the depositor or an affiliate of the depositor. This prospectus supplement also covers the resale of theclass B notes from time to time by the depositor or an affiliate of the depositor.

Underwriting Proceeds toPrice to Public Discount the Depositor

Per Floating Rate Class A Note...................... 100.00% 0.170% 99.830%Per Floating Rate Class B Note* .................... 100.00% 0.250% 99.750%

* For the amount of class B notes retained by the depositor or an affiliate of the depositor, the underwriting discount willbe 0.10% and proceeds to the depositor will be 99.90% with no selling concession or reallowance.

We expect the proceeds to the depositor in respect of the notes to be $759,102,021 before deducting expenses payableby the depositor estimated to be $676,737 and certain deposits to be made by the trust.

Neither the SEC nor any state securities commission has approved or disapproved the securities or determined whetherthis prospectus supplement or the base prospectus is accurate or complete. Any contrary representation is a criminaloffense.

_______________

Book-Runner

BofA Merrill Lynch

_______________Co-Manager

RBS

You should considercarefully the riskfactors on page S-20

of this prospectussupplement and onpage 21 of the baseprospectus.

The notes are asset-backed securitiesissued by and areobligations of theissuing entity, which isa trust. They are notobligations of orinterests in thesponsor, administrator,servicer, depositor,any seller, anyunderwriter or any of

their affiliates.

The notes are notguaranteed or insuredby the United States orany governmentalagency.

_______________

August 18, 2010


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TABLE OF CONTENTSProspectus Supplement

Page Page

Summary of Terms............................S-1 Issuing Entity ..........................S-1 Depositor ................................S-1 Sponsor, Master Servicer and

Administrator ..........................S-1 Subservicers...........................S-1 Indenture Trustee ...................S-1 Eligible Lender Trustee...........S-1 Delaware Trustee ...................S-2 The Notes...............................S-2 Dates ......................................S-2

Information About the TrustStudent Loans ........................S-2 Information About the Notes...S-3 Indenture Trustee and Paying

Agent ......................................S-5 Administrator ..........................S-5 Information About the Trust ....S-5 Administration of the Trust....S-11 Termination of the Trust .......S-15 Excess Distribution

Certificateholder ...................S-17 Tax Considerations...............S-17 ERISA Considerations..........S-17 Ratings of the Notes.............S-18 Listing Information ................S-18 Risk Factors..........................S-18 Identification Numbers..........S-18

Risk Factors ....................................S-20 The Notes Are Not Suitable

Investments For All InvestorsS-20 Subordination Of The Class B

Notes And SequentialPayment Of The Notes ResultIn A Greater Risk Of Loss.....S-20

Investors In The Class BNotes Bear Greater Risk OfLoss Because The Priority OfPayment Of Interest And TheTiming Of Principal Payments

On The Class B Notes May

Change Due To TheVariability Of Cashflows........S-20

Certain Credit And LiquidityEnhancement Features AreLimited And If They ArePartially or Fully Depleted,There May Be Shortfalls InDistributions To Noteholders S-21

The Notes May Be AssignedLower Ratings From OtherNRSROs Than Those

Assigned By The RatingAgencies...............................S-21

The Characteristics Of TheTrust Student Loans MayChange.................................S-22

Your Notes May Have ADegree Of Basis Risk, WhichCould Compromise TheTrusts Ability To PayPrincipal And Interest OnYour Notes............................S-23

Any Inability Of The Trust ToAcquire Additional TrustStudent Loans Would LikelyCause You To Receive AnAccelerated PrincipalDistribution............................S-23

Certain Actions Can Be TakenWithout Noteholder ApprovalS-24

The Bankruptcy Of TheMaster Servicer Or ASubservicer Could Delay The

Appointment Of A SuccessorMaster Servicer OrSubservicer Or ReducePayments On Your Notes.....S-24

Timely Payments On YourNotes Relies In Part On TheServicing Ability Of TheSubservicers.........................S-24


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Annex A: Characteristics of theInitial Trust Student Loan Pool.......A-1

Exhibit I: Prepayments,Extensions, Weighted AverageLives and Expected Maturities

of the Notes..................................... I-1


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TABLE OF CONTENTSBase Prospectus

Page Page

v

Prospectus Summary ........................... 8Risk Factors ....................................... 21Formation of the Issuing Entities ........ 42

Use of Proceeds................................. 44The Depositor..................................... 45The Sponsor, Servicer and

Administrator................................. 46The Sellers ......................................... 48The Student Loan Pools..................... 49Sallie Maes Student Loan

Financing Business....................... 52Transfer and Servicing Agreements... 62Servicing and Administration.............. 65Trading Information............................ 78

Description of the Notes..................... 79Additional Information Regardingthe Notes ...................................... 86

Certain Legal Aspects of theStudent Loans............................. 132

U.S. Federal Income TaxConsequences ................................. 135European Union Directive on theTaxation of Savings Income............. 147State Tax Consequences ................. 147ERISA Considerations...................... 148Available Information........................ 150Reports to Noteholders .................... 151Incorporation of Documents by

Reference ................................... 152The Plan of Distribution.................... 152Legal Matters ................................... 154

Appendix A: Federal FamilyEducation Loan Program .............A-1

Appendix B: Undergraduate

and Graduate LoanPrograms .....................................B-1Appendix C: Law Loan

Programs .................................... C-1Appendix D: MBA Loan

Programs .................................... D-1Appendix E: Medical Loan

Programs .....................................E-1Appendix F: Dental Loan

Programs .....................................F-1Appendix G: Direct-to-

Consumer Loan Programs.......... G-1Appendix H: PrivateConsolidation LoanProgram...................................... H-1

Appendix I: Global Clearance,Settlement and TaxDocumentation Procedures .......... I-1


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THE INFORMATION IN THIS PROSPECTUS SUPPLEMENTAND THE BASE PROSPECTUS ATTACHED HERETO

We provide information to you about the notes in two separate sections of thisdocument that provide progressively more detailed information. These two sections

are:

the accompanying base prospectus, which begins after this prospectussupplement and provides general information, some of which may not applyto your particular class of notes; and

this prospectus supplement, which describes the specific terms of the notesbeing offered.

We have not authorized anyone to provide you with different information.

You should read both the base prospectus and this prospectus supplement to

understand the notes.

For your convenience, we include cross-references in this prospectussupplement and in the base prospectus to captions in these materials where you canfind related information.

NOTICE TO INVESTORS

The notes may not be offered or sold to persons in the United Kingdom in atransaction that results in an offer to the public within the meaning of the securities lawsof the United Kingdom.

__________________________Application has been made for the notes to be listed on the Official List of the

Luxembourg Stock Exchange and to be traded on the Luxembourg Stock ExchangesEuro MTF Market. We cannot assure you that the application will be granted. Youshould consult with Deutsche Bank Luxembourg S.A., the Luxembourg listing agent forthe notes, to determine their status. This prospectus supplement and the baseprospectus may be used only for the purposes for which they have been published.

FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference in this prospectus

supplement and the accompanying base prospectus consist of forward-lookingstatements relating to future economic performance or projections and other financialitems. These statements can be identified by the use of forward-looking words such asmay, will, should, expects, believes, anticipates, estimates, or othercomparable words. Forward-looking statements are subject to a variety of risks anduncertainties that could cause actual results to differ from the projected results. Thoserisks and uncertainties include, among others, general economic and businessconditions, regulatory initiatives and compliance with governmental regulations,


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customer preferences and various other matters, many of which are beyond our control.Because we cannot predict the future, what actually happens may be very different fromwhat is contained in our forward-looking statements.


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* This chart provides only a simplified overview of the relations between the key parties to the transaction. Refer to this prospectus

supplement for a further description.

** Each of these entities is a direct or indirect wholly-owned subsidiary of SLM Corporation.

SUMMARY OF PARTIESTO THE TRANSACTION*

Sallie Mae, Inc.**

(Sponsor, MasterServicer andAdministrator)

SLM Student Loan Trust 2010-2(Issuing Entity)

Servicing ofthe trust

student loans

Class A NotesClass B Notes

The Bank of NewYork Mellon Trust

Company, NationalAssociation

(Eligible LenderTrustee)

SLM Funding LLC**(Depositor)

Deutsche Bank

Trust CompanyAmericas

(Indenture Trustee)

BNY Mellon Trustof Delaware

(Delaware Trustee)

Administrationof the Issuing

Entity

ExcessDistributionCertificate

Great LakesEducational

Loan Services,Inc. and NelnetServicing, LLC(Subservicers)

SLM Education CreditFinance Corporation**

(Seller)

Town HallFunding LLC**

(Seller)

Town CenterFunding LLC**

(Seller)

BluemontFunding LLC**

(Seller)

VL Funding LLC**(Seller)

* This chart provides only a simplified overview of the relations between the key parties to the transaction. Refer to this prospectus

supplement for a further description.

** Each of these entities is a direct or indirect wholly-owned subsidiary of SLM Corporation.

SUMMARY OF PARTIESTO THE TRANSACTION*

Sallie Mae, Inc.**

(Sponsor, MasterServicer andAdministrator)

SLM Student Loan Trust 2010-2(Issuing Entity)

Servicing ofthe trust

student loans

Class A NotesClass B Notes

The Bank of NewYork Mellon Trust

Company, NationalAssociation

(Eligible LenderTrustee)

SLM Funding LLC**(Depositor)

Deutsche Bank

Trust CompanyAmericas

(Indenture Trustee)

BNY Mellon Trustof Delaware

(Delaware Trustee)

Administrationof the Issuing

Entity

ExcessDistributionCertificate

Great LakesEducational

Loan Services,Inc. and NelnetServicing, LLC(Subservicers)

SLM Education CreditFinance Corporation**

(Seller)

Town HallFunding LLC**

(Seller)

Town CenterFunding LLC**

(Seller)

BluemontFunding LLC**

(Seller)

VL Funding LLC**(Seller)


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PAYMENT FLOWSAND DELIVERIES

SLMFunding

LLC

Underwriters

Investors

Sellers

EligibleLender

Trustee

(for theTrust)

Interim EligibleLender Trustee

(for SLMFunding)

SLMStudent LoanTrust 20102

Indenture

Trustee

Loans for $

$ for Loans

Notes for $and Loans

$ and Loansfor N otes

Di stributions of$ to Investors

Distributions

of $ (onbehalf ofInvestors)

LegalTitle to

Loans

LegalTitle toLoans

$

forNotes

N

otes

for$

$

forNotes

Notes

for$

PAYMENT FLOWSAND DELIVERIES

SLMFunding

LLC

Underwriters

Investors

Sellers

EligibleLender

Trustee

(for theTrust)

Interim EligibleLender Trustee

(for SLMFunding)

SLMStudent LoanTrust 20102

Indenture

Trustee

Loans for $

$ for Loans

Notes for $and Loans

$ and Loansfor N otes

Di stributions of$ to Investors

Distributions

of $ (onbehalf ofInvestors)

LegalTitle to

Loans

LegalTitle toLoans

$

forNotes

N

otes

for$

$

forNotes

Notes

for$


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S-1

SUMMARY OF TERMS

This summary highlights selected information about the notes. It does notcontain all of the information that you might find important in making your investmentdecision. It provides only an overview to aid your understanding and is qualified by thefull description of the information contained in this prospectus supplement and theattached base prospectus. You should read the full description of this informationappearing elsewhere in this document and in the base prospectus to understand all ofthe terms of the offering of the notes.

ISSUING ENTITY

SLM Student Loan Trust 2010-2, whichis a Delaware statutory trust. It wasformed on January 19, 2010, under ashort-form trust agreement dated as of

January 15, 2010. Its principal addressis in care of The Bank of New YorkMellon Trust Company, NationalAssociation, 10161 Centurion Parkway,Jacksonville, Florida 32256. Wesometimes refer to the issuing entity asthe trust.

DEPOSITOR

SLM Funding LLC, which is a Delaware

limited liability company. Its principaladdress is 12061 Bluemont Way,V3419, Reston, Virginia 20190.

SPONSOR, MASTER SERVICER ANDADMINISTRATOR

Sallie Mae, Inc., which is a Delawarecorporation. Its principal addressis 12061 Bluemont Way, Reston,Virginia 20190.

Sallie Mae, Inc. is an affiliate of thedepositor and each seller.

SUBSERVICERS

Great Lakes Educational Loan Services,Inc., which is a wholly-owned subsidiaryof Great Lakes Higher Education

Corporation, a Wisconsin non-stock,non-profit corporation. Its principaladdress is 2401 International Lane,Madison, Wisconsin 53704.

Nelnet Servicing, LLC, a Nebraska

limited liability company, which is awholly-owned subsidiary of Nelnet, Inc.,a Nebraska corporation. Its principaladdress is 121 South 13th Street, Suite201, Lincoln, Nebraska 68508.

We sometimes refer to the subservicersas Great Lakes and Nelnet,respectively.

INDENTURE TRUSTEE

Deutsche Bank Trust CompanyAmericas, which is a New York bankingcorporation. Its corporate trust addressis 60 Wall Street, New York, NewYork 10005.

ELIGIBLE LENDER TRUSTEE

The Bank of New York Mellon TrustCompany, National Association, whichis a national banking association. It isthe eligible lender trustee under the trustagreement, and will hold legal title to thetrust student loans on behalf of the trust.It maintains an address at 10161Centurion Parkway, Jacksonville,Florida 32256.


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S-2

DELAWARE TRUSTEE

BNY Mellon Trust of Delaware, which isa Delaware banking corporation. TheDelaware trustee will act in the

capacities required under the DelawareStatutory Trust Act and under the trustagreement. Its principal Delawareaddress is 100 White Clay Center,Suite 102, Newark, Delaware 19711.

THE NOTES

The trust will issue the notes under anindenture to be dated as of the closingdate. The trust is offering the followingclasses of notes, which are debt

obligations of the trust:

Class A Notes

Floating Rate Class A Student Loan-Backed Notes in the amount of$738,000,000.

Class B Notes

Floating Rate Class B Student Loan-

Backed Notes in the amount of$22,379,000.

We sometimes refer to the class A notesand the class B notes, collectively, asthe notes.

DATES

The closing date for this offering will beon or about August 26, 2010.

The information in this prospectussupplement about the initial trust studentloans is calculated and presented as ofJuly 1, 2010. We refer to this date asthe statistical cutoff date.

The cutoff date for the pool of initial truststudent loans will be the closing date.

We sometimes refer to this date as theinitial cutoff date.

The trust will be entitled to receive allcollections and proceeds on the initial

trust student loans on or after theclosing date.

A distribution date for the notes isthe 25th day of each month, beginning inSeptember 2010. If any 25th calendarday is not a business day, thedistribution date will be the nextbusiness day.

Interest and principal will be payable to

holders of record as of the close ofbusiness on the record date, which isthe day before the related distributiondate.

The supplemental purchase period forpurchasing additional trust student loanswith funds on deposit in thesupplemental purchase account beginson the closing date and ends onSeptember 24, 2010.

For any distribution date, the relatedcollection period is the prior calendarmonth. However, the first collectionperiod will begin on the closing date andend on August 31, 2010.

INFORMATION ABOUT THE TRUSTSTUDENT LOANS

The notes will receive paymentsprimarily from collections on (1) the

initial trust student loans acquired by thetrust on the closing date and (2) anyadditional trust student loans acquiredby the trust from time to time during thesupplemental purchase period.


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The trust student loans will be selectedfrom a pool of student loans comprisedof FFELP loans.

We refer to the pool of student loanspurchased by the trust on the closing

date as the initial trust student loans; werefer to any student loans purchased bythe trust during the supplementalpurchase period as the additional truststudent loans; and we refer to the initialtrust student loans and the additionaltrust student loans, collectively, as thetrust student loans.

The trust may acquire additional truststudent loans during the supplemental

purchase period from amounts ondeposit in the supplemental purchaseaccount. The cutoff dates for theseadditional trust student loans will be thedates those loans are purchased by thetrust (which we refer to as subsequentcutoff dates). The trust will be entitledto receive all collections and proceedson these additional trust student loanson and after their respective subsequentcutoff dates.

INFORMATION ABOUT THE NOTES

Interest Payments. Interest willgenerally accrue on the outstandingprincipal balance of each class of notesduring one-month accrual periods andwill be paid on each distribution date.

Generally, each accrual period for thenotes begins on a distribution date andends on the day before the next

distribution date. The first accrualperiod for the notes, however, will beginon the closing date and end onSeptember 26, 2010, the day before thefirst distribution date.

Each class of notes will bear an annualinterest rate equal to the sum of one-

month LIBOR and the applicable spreadlisted in the table below:

Class Spread

Class A ...................... plus 0.50%Class B ...................... plus 0.90%

The administrator will determine LIBORas specified under AdditionalInformation Regarding the NotesDetermination of IndicesLIBOR in thebase prospectus. The administrator willcalculate interest on the notes based onthe actual number of days elapsed ineach accrual period divided by 360.

Principal Payments. Principal will be

payable on the notes on eachdistribution date in an amount generallyequal to the principal distribution amountfor that distribution date.

Priority of Principal Payments. Ingeneral, principal on the notes will bepaid sequentially on each distributiondate as follows:

first, to the class A noteholders, theclass A noteholders principaldistribution amount, until theprincipal balance of the class Anotes is reduced to zero; and then

second, to the class B noteholders,the class B noteholders principaldistribution amount, until theprincipal balance of the class Bnotes is reduced to zero.

See Description of the Notes

Distributions in this prospectussupplement for a more detaileddescription of principal payments. Seealso Description of the NotesDistributions Following an Event ofDefault and Acceleration of the Maturityof the Notes in this prospectussupplement for a description of the


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cashflows and priority of payments oneach distribution date following theoccurrence of an event of default andthe acceleration of the maturity of thenotes.

Maturity Dates. Each class of notes willmature no later than the date set forth inthe table below for that class:

Class Maturity Date

Class A...................... April 25, 2033Class B...................... December 28, 2043

The actual maturity of any class of notescould occur earlier if, for example,

there are higher than anticipatedprepayment rates on the truststudent loans;

the master servicer exercises itsoption to purchase all remaining truststudent loans, which will not occuruntil the first distribution date onwhich the pool balance is 10% orless of the initial pool balance; or

the indenture trustee auctions allremaining trust student loans, whichabsent an event of default under theindenture, will not occur until the firstdistribution date on which the poolbalance is 10% or less of the initialpool balance.

The initial pool balance is equal to thesum of: (i) the pool balance as of theclosing date and (ii) all amountsdeposited into the supplementalpurchase account on the closing date.

Prepayments, Extensions, WeightedAverage Lives and Expected Maturitiesof the Notes. The projected weightedaverage life, expected maturity date andpercentage of the remaining principalbalance of each class of notes under

various assumed prepayment scenariosmay be found in Exhibit I,Prepayments, Extensions, WeightedAverage Lives and Expected Maturitiesof the Notes, attached hereto.

Subordination of the Class B Notes.Payments of interest on the class Bnotes will be subordinate to thepayments of interest on the class Anotes. In general, payments of principalon the class B notes will be subordinateto the payment of both interest andprincipal on the class A notes. SeeDescription of the NotesThe NotesThe Class B NotesSubordination ofthe Class B Notes in this prospectussupplement.

Denominations. Each class of notes willbe available for purchase in minimumdenominations of $100,000 andadditional increments of $1,000. Thenotes will be available only in book-entryform through The Depository TrustCompany, Clearstream, Luxembourgand the Euroclear System. You will notreceive a certificate representing your

notes except in very limitedcircumstances.

Security for the Notes. The notes will besecured by the assets of the trust, whichconsist primarily of the trust studentloans.

Overcollateralization.Overcollateralization represents theamount by which the sum of the pool

balance, the specified reserve accountbalance and the amount on deposit inthe capitalized interest account(following any distributions from suchaccount on the related distribution date),exceeds the aggregate outstandingprincipal balance of the notes and isintended to provide credit enhancement


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for the notes. On the closing date, theovercollateralization amount is expectedto equal zero. The application ofavailable funds set forth underDescription of the Notes

DistributionsDistributions from theCollection Account in this prospectussupplement is designed to build thelevel of overcollateralization to, andmaintain it at, a specifiedovercollateralization amount. Theamount of overcollateralization will varyfrom time to time depending on the rateand timing of principal payments on thetrust student loans, capitalization ofinterest, certain borrower fees and the

incurrence of losses, if any, on the truststudent loans. See Description of theNotesCredit EnhancementOvercollateralization in this prospectussupplement.

INDENTURE TRUSTEE AND PAYINGAGENT

The trust will issue the notes under anindenture to be dated as of the closingdate. Under the indenture, Deutsche

Bank Trust Company Americas will actas indenture trustee for the benefit ofand to protect the interests of thenoteholders and will act as paying agentfor the notes.

ADMINISTRATOR

Sallie Mae, Inc. will act as theadministrator of the trust under anadministration agreement to be dated as

of the closing date. Sallie Mae, Inc. is aDelaware corporation and a wholly-owned subsidiary of SLM Corporation.Subject to certain conditions, SallieMae, Inc. may transfer its obligations asadministrator to an affiliate. SeeServicing and Administration

Administration Agreement in the baseprospectus.

INFORMATION ABOUT THE TRUST

Formation of the Trust

The trust is a Delaware statutory trust.

The only activities of the trust areacquiring, owning and managing thetrust student loans and holding the otherassets of the trust, issuing and makingpayments on the notes and other relatedactivities. See Formation of the TrustThe Trust in this prospectussupplement.

The depositor is SLM Funding LLC. It isa Delaware limited liability companywhose sole member is SLM EducationCredit Finance Corporation, which wesometimes refer to as SLM ECFC.

The depositor will acquire the initial truststudent loans from one or more of SLMECFC, Bluemont Funding LLC, TownCenter Funding LLC, Town Hall FundingLLC and VL Funding LLC under

separate purchase agreements and willsubsequently sell them to the trust onthe closing date under the saleagreement. We sometimes refer toBluemont Funding LLC as BluemontFunding, to Town Center Funding LLCas Town Center Funding, to Town HallFunding LLC as Town Hall Funding andto VL Funding LLC as VL Funding. Wealso sometimes refer to each of SLMECFC, Bluemont Funding, Town Center

Funding, Town Hall Funding and VLFunding as a seller or collectively as thesellers, as applicable. The saleagreement and purchase agreementswill each be dated as of the closingdate.


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The depositor will acquire any additionaltrust student loans from one or more ofthe sellers under additional purchaseagreements and will sell them to thetrust from time to time during the

supplemental purchase period, providedthere are sufficient funds on deposit inthe supplemental purchase account.

The Bank of New York Mellon TrustCompany, National Association, asinterim eligible lender trustee, will holdlegal title to the trust student loans forthe depositor under an interim trustagreement.

Its Assets

The assets of the trust will include:

the trust student loans;

collections and other payments onthe trust student loans; and

funds it will hold from time to time inits trust accounts, including acollection account, a reserve

account, a supplemental purchaseaccount, a capitalized interestaccount, and a floor income rebateaccount.

The rest of this section describes thetrust student loans and trust accountsmore fully.

Trust Student Loans. The truststudent loans (including the initialtrust student loans and anyadditional trust student loans) areeducation loans to students andparents of students made under theFederal Family Education LoanProgram, known as the FFELP.Approximately 92.0% of the initialtrust student loans by principalbalance will be Stafford loans and

approximately 8.0% will be SLS orPLUS loans. None of the truststudent loans are consolidationloans. See Appendix AFederalFamily Education Loan Programin

the base prospectus for a descriptionof each type of FFELP loan.

Initial Trust Student Loans. Theinitial trust student loans have beenselected from the student loansowned by the sellers, or have beenacquired by the related seller fromone or more of its affiliates, based onthe criteria established by thedepositor, as described in thisprospectus supplement and the baseprospectus.

The depositor will acquire the initialtrust student loans from the sellerson the closing date.

As of the statistical cutoff date, theinitial trust student loans had a poolbalance of approximately$753,610,915.

As of the statistical cutoff date, theweighted average annual borrowerinterest rate of the initial trust studentloans was approximately 5.10% andtheir weighted average remainingterm to scheduled maturity wasapproximately 116 months.

Any special allowance payments onthe initial trust student loans arebased on the three-month financial

commercial paper rate as toapproximately 75.51% of the initialtrust student loans by principalbalance and the 91-day Treasury billrate as to approximately 24.49% ofthe initial trust student loans byprincipal balance. For more detailsconcerning the initial trust student


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loans, see Annex ACharacteristics of the Initial TrustStudent Loan Pool attached to thisprospectus supplement.

Approximately 2.9% of the initial truststudent loans by principal balanceare 100% guaranteed,approximately 39.7% of the initialtrust student loans by principalbalance are 98% guaranteed andapproximately 57.4% of the initialtrust student loans by principalbalance are 97% guaranteed, ineach case, with respect to principaland interest by the guarantyagencies described in Annex A tothis prospectus supplement andreinsured by the Department ofEducation under the HigherEducation Act.

Significant Guarantor. The guarantyagencies described in Annex A tothis prospectus supplementguarantee all of the initial truststudent loans. United Student AidFunds, Inc., which guaranteesapproximately 57.8% of the initialtrust student loans by principalbalance, is the only guarantor thatguarantees more than 10% of theinitial trust student loans by principalbalance. See The Trust StudentLoan PoolInsurance of TrustStudent Loans; Guarantors of TrustStudent Loansin this prospectussupplement. The initial trust studentloans are also reinsured by the

United States Department ofEducation.

Additional Trust Student Loans.From time to time during thesupplemental purchase period, thedepositor may acquire additionaltrust student loans from the sellers to

the extent that the trust has sufficientfunds on deposit in the supplementalpurchase account for the purchaseof such additional trust studentloans.

Each applicable seller will have theright from time to time under therelated purchase agreement to selladditional trust student loans to thedepositor during the supplementalpurchase period. All additional truststudent loans purchased by thedepositor are required under the saleagreement to be immediately sold tothe trust, provided there aresufficient funds on deposit in thesupplemental purchase account.

All additional trust student loans willbe sold to the trust at a price equalto 100% of the outstanding principalbalance of each additional truststudent loan, plus accrued interest tobe capitalized.

All additional trust student loanspurchased by the trust will be

required to satisfy certain eligibilitycriteria as described under TheTrust Student Loan Pool in thisprospectus supplement. Wesometimes refer to additional truststudent loans which satisfy therequired eligibility criteria as eligiblestudent loans in this prospectussupplement. See The Trust StudentLoan PoolEligible Trust StudentLoans in this prospectus

supplement.

All additional trust student loans willalso be guaranteed by guarantyagencies and reinsured by theUnited States Department ofEducation.


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Collection Account. Theadministrator will establish andmaintain the collection account as anasset of the trust in the name of theindenture trustee. The trust will

make an initial deposit from the netproceeds of the sale of the notes intothe collection account on the closingdate. The deposit will be in cash oreligible investments equal to$3,450,000 plus the excess, if any,of the pool balance as of thestatistical cutoff date over the poolbalance as of the closing date to theextent such excess amount is notdeposited into the supplemental

purchase account. See Servicingand AdministrationAccounts in thebase prospectus for a morecomplete description of eligibleinvestments.

The administrator will depositcollections on the trust student loans,interest subsidy payments, specialallowance payments and certainother funds into the collectionaccount, all as described in thisprospectus supplement and the baseprospectus.

Supplemental Purchase Account.On the closing date, theadministrator will establish andmaintain the supplemental purchaseaccount as an asset of the trust inthe name of the indenture trustee.The trust will make a deposit fromthe net proceeds of the sale of the

notes into the supplementalpurchase account on the closingdate. The deposit will be in cash oreligible investments equal to theexcess, if any, of the pool balance asof the statistical cutoff date over theestimated pool balance as of theclosing date, but not to exceed 5% of

the pool balance as of the statisticalcutoff date. The amount of thedeposit will be subject to changeprior to the end of the supplementalpurchase period, pending receipt of

the servicing reports from eachsubservicer, which are expected tobe received post-closing and whichwill set forth the related pool balanceof the trust student loans that theapplicable subservicer is servicing asof the closing date. The amountdeposited into the supplementalpurchase account on the closingdate will be calculated using anestimated pool balance for the trust

student loans serviced by thesubservicers and is expected to begreater than the required deposit.Following receipt of the servicingreports from the subservicers andcalculation of the actual pool balanceas of the closing date, any funds ondeposit in the supplementalpurchase account in excess of therequired deposit amount (resultingfrom the use of the estimated poolbalance as of the closing date) willbe distributed directly to thedepositor. Funds on deposit in thesupplemental purchase account willbe used to purchase additional truststudent loans from time to timeduring the supplemental purchaseperiod.

Any amounts remaining on deposit inthe supplemental purchase accountat the end of the supplementalpurchase period will be transferred tothe collection account on thebusiness day immediately followingthe end of that period and will beincluded as a part of available fundson the initial distribution date.Amounts on deposit in the


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supplemental purchase account willnot be replenished.

Reserve Account. The administratorwill establish and maintain a reserve

account as an asset of the trust inthe name of the indenture trustee.The trust will make an initial depositfrom the net proceeds of the sale ofthe notes into the reserve account onthe closing date. The deposit will bein cash or eligible investments equalto $3,768,055.

Funds in the reserve account may bereplenished on each distribution dateto the extent additional funds areavailable after all prior requireddistributions have been made. SeeDescription of the NotesDistributions in this prospectussupplement.

The amount required to be ondeposit in the reserve account at anytime, or the specified reserveaccount balance, is equal to thegreater of:

0.50% of the pool balance as ofthe end of the related collectionperiod; and

$1,130,416.

The specified reserve accountbalance will be subject to adjustmentas described in this prospectussupplement. In no event will it

exceed the aggregate outstandingbalance of the notes.

To the extent funds are available inthe reserve account, such funds willbe applied on each distribution dateto cover any shortfalls in paymentsof primary servicing and

administration fees, the class Anoteholders interest distributionamount and the class B noteholdersinterest distribution amount.

In addition, to the extent funds areavailable in the reserve account,such funds will be applied:

on the maturity date for theclass A notes and upontermination of the trust, to covershortfalls in payments of theclass A noteholders principal andaccrued interest; and

on the maturity date for theclass B notes and upontermination of the trust, to covershortfalls in payments of theclass B noteholders principal andaccrued interest and anycarryover servicing fees.

If the amount on deposit in thereserve account on any distributiondate, after giving effect to alldeposits or withdrawals from the

reserve account on that distributiondate, is greater than the specifiedreserve account balance for thatdistribution date, subject to certainlimitations, the administrator willinstruct the indenture trustee inwriting to deposit the amount of suchexcess into the collection account tobe included as part of availablefunds on that distribution date.

If the market value of cash andeligible investments in the reserveaccount on any distribution date issufficient to pay the remainingaggregate principal balance of thenotes, any interest accrued on thenotes and any carryover servicingfees, amounts on deposit in that


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account will be so applied on thatdistribution date.

The reserve account enhances thelikelihood of payment to noteholders.

In certain circumstances, however,the reserve account could bepartially or fully depleted. Thisdepletion could result in shortfalls indistributions to noteholders. SeeDescription of the NotesCreditEnhancementReserve Account inthis prospectus supplement.

Capitalized Interest Account. Theadministrator will establish andmaintain a capitalized interestaccount as an asset of the trust inthe name of the indenture trustee.The trust will make an initial depositfrom the net proceeds of the sale ofthe notes into the capitalized interestaccount on the closing date. Thedeposit will be in cash or eligibleinvestments equal to $3,000,000.

To the extent funds are available inthe capitalized interest account, such

funds will be applied to covershortfalls in payments of primaryservicing and administration fees,the class A noteholders interestdistribution amount and the class Bnoteholders interest distributionamount, in that order, afterapplication of funds available in thecollection account at the end of therelated collection period but beforeapplication of funds available in the

reserve account. Notwithstandingthe foregoing, funds on deposit in thecapitalized interest account may bewithdrawn by the administrator atany time to pay any amounts owedto the Department of Education inrespect of any shortfalls in amountson deposit in the floor income rebate

account as described below underFloor Income Rebate Account inthis prospectus supplement.

Funds in the capitalized interest

account will not be replenished.All funds remaining on deposit in thecapitalized interest account on theAugust 2013 distribution date will betransferred to the collection accountand included as a part of availablefunds on that distribution date.

The capitalized interest accountfurther enhances the likelihood oftimely interest payments to

noteholders through the August 2013distribution date.

Floor Income Rebate Account. Theadministrator will establish andmaintain a floor income rebateaccount as an asset of the trust inthe name of the indenture trustee.On or before each distribution date,the administrator will instruct theindenture trustee to transfer from the

collection account to the floor incomerebate account the monthly accrualof interest paid by borrowers on truststudent loans originated on or afterApril 1, 2006 that exceeds thespecial allowance support levelsapplicable to such trust studentloans, which we refer to in thisprospectus supplement as floorincome. These deposited amountswill be used to offset the amount of

floor income, if any, that is expectedto be netted by the Department ofEducation against the interestsubsidy payments and/or specialallowance payments otherwise dueto the trust for that collection period.Once the Department of Educationhas netted all payments, which


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currently occurs on a quarterly basis,on the next succeeding distributiondate all sums on deposit in the floorincome rebate account during theprevious collection period will be

withdrawn and included in availablefunds on such date.

ADMINISTRATION OF THE TRUST

Distributions

Sallie Mae, Inc., as administrator, willinstruct the indenture trustee towithdraw funds on deposit in (i) thecollection account, (ii) to the extentavailable, the floor income rebate

account, and (iii) to the extent required,the reserve account and the capitalizedinterest account on each distributiondate. Available funds will be applied oneach applicable distribution dategenerally as shown in the chart on thefollowing page of this prospectussupplement.

See Description of the NotesDistributions in this prospectus

supplement for a more detaileddescription of distributions.


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COLLECTION ACCOUNT

MASTER SERVICER

(Primary Servicing Fee)1st

2nd

3rd

5th

7th

RESERVE ACCOUNT(Amount, if any, necessary to reinstate the reserve account

balance to the Specified Reserve Account Balance)

10th

MASTER SERVICER

(Carryover Servicing Fee , if any)

8th

9th

EXCESS DISTRIBUTION CERTIFICATEHOLDER(Any remaining amounts)

INDENTURE TRUSTEE

(Any unpaid fees and expenses, to the extent suchamounts have not been paid by the adm inistrator)

ADMINISTRATOR

(Administration Fee)

CLASS A NOTEHOLDERS

(Class A Noteholders Interest Distribution Amount)

CLASS A NOTEHOLDERS(Class A Noteholders Principal Distribution Amount)

4th CLASS B NOTEHOLDERS(Class B Noteholders Interest Distribution Amount)

6th

CLASS B NOTEHOLDERS(Class B Noteholders Principal Distribution Amount)

COLLECTION ACCOUNT

MASTER SERVICER

(Primary Servicing Fee)1st

2nd

3rd

5th

7th

RESERVE ACCOUNT(Amount, if any, necessary to reinstate the reserve account

balance to the Specified Reserve Account Balance)

10th

MASTER SERVICER

(Carryover Servicing Fee , if any)

8th

9th

EXCESS DISTRIBUTION CERTIFICATEHOLDER(Any remaining amounts)

INDENTURE TRUSTEE

(Any unpaid fees and expenses, to the extent suchamounts have not been paid by the adm inistrator)

ADMINISTRATOR

(Administration Fee)

CLASS A NOTEHOLDERS

(Class A Noteholders Interest Distribution Amount)

CLASS A NOTEHOLDERS(Class A Noteholders Principal Distribution Amount)

4th CLASS B NOTEHOLDERS(Class B Noteholders Interest Distribution Amount)

6th

CLASS B NOTEHOLDERS(Class B Noteholders Principal Distribution Amount)


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such subservicer may attempt to curesuch breach or, if the subservicer fails tocure such breach within the time periodallotted under the related subservicingagreement, the master servicer will have

to cure such breach, purchase therelated trust student loan or reimbursethe trust for losses resulting from suchbreach and the master servicer mayterminate that subservicing agreementand either service the related truststudent loans itself or appoint asuccessor subservicer. See The TrustStudent Loan PoolCure Period forTrust Student Loans in this prospectussupplement.

The master servicer shall remainobligated and be liable to the issuer, theeligible lender trustee, the indenturetrustee and the noteholders for theservicing and administration of all of thetrust student loans in accordance withthe provisions of the servicingagreement without diminution of suchobligation and liability by virtue of theappointment of the subservicers and to

the same extent and under the sameterms and conditions as if the masterservicer alone were servicing andadministering all of the trust studentloans.

Under the servicing agreement, themaster servicer will receive twoseparate fees: a primary servicing feeand a carryover servicing fee.

Compensation of the Servicer

The primary servicing fee for any monthwill equal the sum of the monthlyservicing fees for the trust student loansowned by the trust during that month.The monthly servicing fee for a truststudent loan will be calculated on a unit

basis and will equal (i) $1.70 per monthper borrower for trust student loans thatare in in-school status, (ii) $3.10 permonth per borrower for trust studentloans that are in grace status and

(iii) $3.55 per month per borrower for allother trust student loans. A truststudent loans current payment statuswill be determined as of the last day ofeach month. In the event a borrowerhas more than one trust student loanand those loans are in different paymentstatuses, the monthly servicing fee willbe paid at the higher unit rate. In noevent, however, will the primaryservicing fee for any month exceed 1/12

of 1.50% of the aggregate outstandingprincipal balance of the trust studentloans, calculated as of the closing dateor the first day of the preceding calendarmonth, as the case may be.

The servicing agreement provides thatthe master servicer may annuallyincrease its fees by an amount equal tothe percentage increase in the U.S.Department of Labors Consumer PriceIndex for Urban Wage Earners andClerical Workers, U.S. City Average forthe most recent twelve-month periodavailable at the time of each suchannual adjustment.

The primary servicing fee will bepayable in arrears out of available fundsand amounts on deposit in the collectionaccount, the capitalized interest accountand the reserve account on eachdistribution date beginning in September

2010. Primary servicing fees due andpayable to the master servicer willinclude amounts from any priordistribution dates that remain unpaid.

The carryover servicing fee will bepayable to the master servicer on eachdistribution date out of available funds.


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The carryover servicing fee is equal tothe sum of:

the amount, if any, of primaryservicing fees accrued in excess

of

1

/12 of 1.50% of the aggregateoutstanding principal balance of thetrust student loans that remainsunpaid from prior distribution dates;

the amount of specified increases inthe costs incurred by the masterservicer;

the amount of specified conversion,transfer and removal fees;

any amounts described in the firstthree bullets that remain unpaid fromprior distribution dates; and

interest on any unpaid amounts.

All amounts due and owed to eachsubservicer under the relatedsubservicing agreement will be paid bythe master servicer and will not be directobligations of the trust.

See Description of the NotesServicing Compensation in thisprospectus supplement.

TERMINATION OF THE TRUST

The trust will terminate upon:

the maturity or other liquidation ofthe last trust student loan and thedisposition of any amount received

upon its liquidation; and

the payment of all amounts requiredto be paid to the noteholders.

See The Student Loan PoolsTermination in the base prospectus.

Optional Purchase

The master servicer may purchase orarrange for the purchase of allremaining trust student loans on any

distribution date on or after the firstdistribution date on which the poolbalance is 10% or less of the initial poolbalance.

The exercise of this purchase option willresult in the early retirement of theremaining notes. The purchase pricewill equal the amount required to prepayin full, including all accrued and unpaidinterest, the remaining trust studentloans as of the end of the preceding

collection period, but not less than aprescribed minimum purchase amount.

This prescribed minimum purchaseamount is the amount that would besufficient to:

pay to noteholders the interestpayable on the related distributiondate; and

reduce the outstanding principal

balance of each class of notes thenoutstanding on the relateddistribution date to zero.


In addition to the optional purchase rightdescribed above, the master servicerwill also have an option, but not theobligation, to purchase any trust student

loan on any date; provided that themaster servicer may not purchase truststudent loans if the cumulativeaggregate principal balance of all truststudent loans so purchased, includingthe principal balance of any trust studentloans to be purchased on such date,exceeds 2% of the initial pool balance.


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The purchase price for any trust studentloans purchased by the master servicerusing this option will be equal to theoutstanding principal balance of suchtrust student loans plus accrued and

unpaid interest through the date ofpurchase.

Auction of Trust Assets

The indenture trustee may, and at thewritten direction of either theadministrator or noteholders holding amajority of the outstanding principalbalance of all of the notes shall, offer forsale all remaining trust student loans atthe end of the first collection periodwhen the pool balance is 10% or less ofthe initial pool balance.

If such an auction takes place, the trustauction date will be the third businessday before the related distribution date.An auction may be consummated only ifthe master servicer has first waived itsoptional right to purchase all of theremaining trust student loans asdescribed above. The master servicer

will waive its option to purchase all ofthe remaining trust student loans if itfails to notify the eligible lender trusteeand the indenture trustee, in writing, thatit intends to exercise its purchase optionbefore the indenture trustee accepts abid to purchase the trust student loans.The depositor and its affiliates, includingSLM ECFC and the master servicer,and unrelated third parties may offerbids to purchase the trust student loans.

The depositor or any affiliate may notsubmit a bid representing greater thanfair market value of the trust studentloans.

If an auction is conducted and at leasttwo bids are received, the indenturetrustee will solicit and re-solicit new bids

from all participating bidders until onlyone bid remains or the remainingbidders decline to resubmit bids. Theindenture trustee will accept the highestremaining bid if it equals or exceeds the

higher of:

the minimum purchase amountdescribed under OptionalPurchase above (plus any amountsowed to the master servicer ascarryover servicing fees); or

the fair market value of the truststudent loans as of the end of therelated collection period.

If at least two bids are not received orthe highest bid after the re-solicitationprocess does not equal or exceed theminimum purchase amount describedabove, the indenture trustee will notcomplete the sale. The indenturetrustee may, and at the direction of thedepositor will be required to, consultwith a financial advisor, which mayinclude an underwriter of the notes orthe administrator, to determine if the fair

market value of the trust student loanshas been offered, and all costs andexpenses arising from such consultationshall be borne solely by the depositor.See The Student Loan PoolsTermination in the base prospectus.

The net proceeds of any auction salewill be used to retire any outstandingnotes on the next distribution date.

If the sale is not completed, theindenture trustee may, and at the writtendirection of either the administrator ornoteholders holding a majority of theoutstanding principal balance of all ofthe notes shall, solicit bids for sale of thetrust student loans after future collectionperiods upon terms similar to those


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described above, including the masterservicers waiver of its option topurchase all of the remaining truststudent loans. The indenture trusteemay or may not succeed in soliciting

acceptable bids for the trust studentloans either on the trust auction date orsubsequently.

If the trust student loans are not sold onthe earliest possible trust auction dateas described above, on eachsubsequent distribution date, if theamount on deposit in the reserveaccount after giving effect to allwithdrawals, except withdrawalspayable to the depositor, exceeds thespecified reserve account balance, theadministrator will direct the indenturetrustee to distribute the amount of theexcess as accelerated payments of noteprincipal.


EXCESS DISTRIBUTIONCERTIFICATEHOLDER

Under the trust agreement, the trust willalso issue an excess distributioncertificate to the depositor. This excessdistribution certificate will represent theownership of the residual interest in thetrust. The depositor intends to transferthe excess distribution certificate to SLMECFC. At any time thereafter, SLMECFC may transfer ownership of theexcess distribution certificate to another

affiliate of SLM Corporation and/or itmay be sold to an unaffiliated thirdparty. The excess distribution certificateis not being offered for sale by thisprospectus supplement.

Distributions on the Excess DistributionCertificate. The excess distribution

certificate will not bear interest and willnot have a principal balance. Ingeneral, distributions on the excessdistribution certificate will be made onlyafter all of the notes have received all

amounts due on a distribution date. SeePrincipal Distributions above andDescription of the NotesDistributionsin this prospectus supplement.

TAX CONSIDERATIONS

Subject to important considerationsdescribed in the base prospectus:

In the opinion of federal tax counselfor the trust, the notes will be

characterized as debt for federalincome tax purposes.

In the opinion of federal tax counselfor the trust, the trust will not becharacterized as an association or apublicly traded partnership taxableas a corporation for federal incometax purposes.

In the opinion of Delaware tax

counsel for the trust, the samecharacterizations would apply forDelaware state income tax purposesas for federal income tax purposesand noteholders who are nototherwise subject to Delawaretaxation on income will not becomesubject to Delaware tax as a result oftheir ownership of notes.

See U.S. Federal Income Tax

Consequences in this prospectussupplement and in the base prospectus.

ERISA CONSIDERATIONS

Subject to important considerations andconditions described in this prospectussupplement and the base prospectus,


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the notes may, in general, be purchasedby or on behalf of an employee benefitplan or other retirement arrangement,including an insurance company generalaccount, only if:

an exemption from the prohibitedtransaction provisions of Section 406of the Employee Retirement IncomeSecurity Act of 1974, as amended,and Section 4975 of the InternalRevenue Code of 1986, asamended, applies, so that thepurchase or holding of the notes willnot result in a non-exempt prohibitedtransaction; and

the purchase or holding of the noteswill not cause a non-exempt violationof any substantially similar federal,state, local or foreign laws.

Each fiduciary who purchases a notewill be deemed to represent that anexemption exists and applies to it andthat no non-exempt violations of anysubstantially similar laws will occur.

See ERISA Considerations in thisprospectus supplement and the baseprospectus for additional informationconcerning the application of ERISA.

RATINGS OF THE NOTES

The sponsor expects that the notes willreceive credit ratings from two ratingagencies.

A rating addresses only the likelihood ofthe timely payment of stated interestand the payment of principal at finalmaturity, and does not address thetiming or likelihood of principaldistributions prior to final maturity. SeeRatings of the Notesin this prospectussupplement.

LISTING INFORMATION

Application has been made for the notesto be listed on the Official List of theLuxembourg Stock Exchange and to be

traded on the Luxembourg StockExchanges Euro MTF Market. Wecannot assure you that the applicationwill be granted. You should consult withDeutsche Bank Luxembourg S.A., theLuxembourg listing agent for the notes,to determine their status. You cancontact the listing agent at 2 BoulevardKonrad Adenauer L-1115, Luxembourg.So long as any class of notes is listedon the Luxembourg Stock Exchange,

and its rules so require, notices relatingto that class of notes, including if suchclass is delisted, will be published in aleading newspaper having generalcirculation in Luxembourg, which isexpected to be Luxemburger Wortand/or on the Luxembourg StockExchanges website at:http://www.bourse.lu.

The notes have been accepted forclearing and settlement throughClearstream, Luxembourg andEuroclear.

RISK FACTORS

Some of the factors you should considerbefore making an investment in thenotes are described in this prospectussupplement and in the base prospectusunder Risk Factors.

IDENTIFICATION NUMBERS

The notes will have the following CUSIPNumbers, International SecuritiesIdentification Numbers (ISIN) andEuropean Common Codes:


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RISK FACTORS

You should carefully consider the following factors in order to understand thestructure and characteristics of the notes and the potential merits and risks of aninvestment in the notes. Potential investors must review and be familiar with the followingrisk factors in deciding whether to purchase any note. The base prospectus describes

additional risk factors that you should also consider beginning on page 21 of the baseprospectus. These risk factors could affect your investment in or return on the notes.

The Notes Are Not SuitableInvestments For All Investors

The notes are complex investments that should beconsidered only by investors who, either alone orwith their financial, tax and legal advisors, have theexpertise to analyze the prepayment,reinvestment, default and market risk, and taxconsequences of an investment, as well as theinteraction of these factors.

Holders of class B notes bear a greater risk of lossthan do holders of class A notes because:

Subordination Of The Class BNotes And Sequential Payment OfThe Notes Result In A GreaterRisk Of Loss distributions of interest on the class B notes

will be subordinate to the payment ofinterest on the class A notes, anddistributions of principal on the class Bnotes will be subordinate to the payment ofboth interest on and principal of the class Anotes; and

no principal will be paid to the class B

noteholders until all principal due to theclass A noteholders has been paid in full.

Investors In The Class B NotesBear Greater Risk Of LossBecause The Priority Of PaymentOf Interest And The Timing OfPrincipal Payments On The ClassB Notes May Change Due To TheVariability Of Cashflows

Interest on the class B notes generally will be paidprior to principal on the class A notes. However, ifafter giving effect to all required distributions ofprincipal and interest on the notes on anydistribution date, the aggregate outstandingprincipal balance of the trust student loans,including any accrued interest thereon that isexpected to be capitalized, and amounts then ondeposit in the capitalized interest account (after

any distributions of interest from that account) andin the reserve account less the specified reserveaccount balance, would be less than theoutstanding principal balance of the class A notes,interest on the class B notes will be subordinatedto the payment of principal on the class A notes onthat distribution date.


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Principal of the class B notes will not begin to bepaid until the principal of the class A notes is paidin full. Thus, investors in the class B notes willbear a greater risk of loss than the holders of classA notes. Investors in the class B notes will also

bear the risk of any adverse changes in theanticipated yield and weighted average life of theirnotes resulting from any variability in payments ofprincipal of and/or interest on the class B notes.

Certain Credit And LiquidityEnhancement Features AreLimited And If They Are Partially orFully Depleted, There May BeShortfalls In Distributions ToNoteholders

Certain credit and liquidity enhancement features,including the reserve account and the capitalizedinterest account, are limited in amount. Inaddition, the capitalized interest account will not bereplenished, is available for a limited duration andwill not be extended. In certain circumstances, ifthere is a shortfall in available funds, suchamounts may be partially or fully depleted. Thisdepletion could result in shortfalls and delays indistributions to noteholders.

The Notes May Be AssignedLower Ratings From OtherNRSROs Than Those AssignedBy The Rating Agencies

The sponsor, or an affiliate, will pay a fee to tworating agencies (together, the Rating Agencies)to assign the initial credit ratings to the notes on orbefore the closing date. The Securities andExchange Commission (the SEC) has said thatbeing paid by the sponsor, issuer or an underwriterto issue and/or maintain a credit rating on asset-

backed securities creates a conflict of interest forrating agencies, and that this conflict is particularlyacute because arrangers of asset-backedsecurities transactions provide repeat business tosuch rating agencies.

Under newly effective rules of the SEC,information conveyed to the Rating Agencies inconnection with this transaction is required to bemade available to other nationally recognizedstatistical rating organizations (NRSROs). Any

such NRSRO may use this information to issuewhatever rating is, in its opinion, warranted.NRSROs may have different methodologies,criteria, models and requirements, which mayresult in ratings that are lower than those assignedby the Rating Agencies. Depending upon the levelof the ratings assigned by one or more NRSROs,what NRSROs are involved, what their stated


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Certain Actions Can Be TakenWithout Noteholder Approval

The transaction documents provide that certainactions may be taken based upon receipt by theindenture trustee of a confirmation from each ofthe rating agencies that the then-current ratingsassigned by the rating agencies then rating the

notes will not be downgraded or withdrawn bythose actions. In this event, such actions may betaken without the consent of noteholders.

The Bankruptcy Of The MasterServicer Or A Subservicer CouldDelay The Appointment Of ASuccessor Master Servicer OrSubservicer Or Reduce PaymentsOn Your Notes

In the event of default by the master servicer or asubservicer resulting solely from certain events ofinsolvency or the bankruptcy of the master serviceror a subservicer, a court, conservator, receiver orliquidator may have the power to prevent any ofthe master servicer, indenture trustee or thenoteholders, as applicable, from appointing asuccessor master servicer or prevent the masterservicer from appointing a successor subserviceror from servicing the trust student loans itself, asthe case may be, and delays in the collection ofpayments on the related trust student loans mayoccur. Any delay in the collection of payments onthe affected trust student loans may delay orreduce payments to noteholders.

Timely Payments On Your NotesRelies In Part On The ServicingAbility Of The Subservicers

Although the master servicer is obligated to causethe trust student loans to be serviced inaccordance with the terms of the transaction

documents, the timing of payments on a portion ofthe trust student loans will be directly affected bythe ability of the related subservicer to adequatelyservice the related trust student loans.Maintenance of the guarantors guaranteeobligations and the Department of Educationsreinsurance obligations with respect to the truststudent loans serviced by each subservicer isdependent on the related subservicers compliancewith federal regulations.

If a subservicer defaults on its servicing obligationsand is terminated, the timing of payments on therelated trust student loans will depend on howquickly the master servicer is able to beginservicing those trust student loans itself or find analternative subservicer to service those truststudent loans. In connection with any transfer ofservicing, collections on the affected trust student


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loans may be disrupted, you may suffer a delay inthe timing of payments on your notes until suchtransfer of servicing is completed and suchdisruption may also result in increaseddelinquencies, defaults and/or losses on the

related trust student loans.

The Use Of Subservicers MayMake It More Difficult To Find ASuccessor Master Servicer

The master servicer or any successor masterservicer may only terminate a subservicer forcause or by paying such subservicer a terminationfee. Moreover, the master servicer and anysuccessor master servicer, as applicable, will beresponsible for any breaches by a subservicerunder the related subservicing agreement. As aresult, if necessary, it may be more difficult to finda successor master servicer due to the use of

subservicers. Any delay in finding a successormaster servicer may cause a disruption inservicing of the trust student loans, cause themarket value and liquidity of your notes to declineand cause you to suffer a loss on your investment.

The Trust May Be Affected ByDelayed Payments FromBorrowers Called To ActiveMilitary Service

The Higher Education Act, the ServicemembersCivil Relief Act and similar state and local lawsprovide payment relief to borrowers who enteractive military service and to borrowers in reservestatus who are called to active duty after theorigination of their trust student loans. Recent andongoing military operations by the United Stateshave increased the number of citizens who are inactive military service, including persons in reservestatus who have been called or may be called toactive duty.

The Servicemembers Civil Relief Act also limits theability of a lender in the FFELP to take legal actionagainst a borrower during the borrowers period ofactive duty and, in some cases, during anadditional three-month period thereafter.

We do not know how many trust student loanshave been or may be affected by the application ofthese laws. As a result, there may beunanticipated delays in payment and losses on thetrust student loans.


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Retention Of The Class B NotesBy The Depositor Or Its AffiliateMay Reduce The Liquidity Of TheClass B Notes

All of the class B notes will be retained by thedepositor or an affiliate of the depositor and,consequently, the market for the class B notesmay be less liquid than would otherwise be thecase. In addition, if the retained class B notes are

subsequently sold in the secondary market,demand and market price for the class B notesalready in the market could be adversely affected.

Current Illiquid Market ConditionsMay Continue In The Future

Despite recent federal market interventions andprograms, the current period of general marketilliquidity may continue or even worsen and mayadversely affect the secondary market for yournotes. Accordingly, you may not be able to sellyour notes when you want to do so or you may beunable to obtain the price that you wish to receivefor your notes and, as a result, you may suffer aloss on your investment.


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DEFINED TERMS

In later sections, we use a few terms that we define in the Glossary at the end ofthis prospectus supplement. These terms appear in bold face on their first use and ininitial capital letters in all cases.

FORMATION OF THE TRUST

The Trust

SLM Student Loan Trust 2010-2 is a statutory trust newly formed in accordancewith Delaware law on January 19, 2010, under a short-form trust agreement dated as ofJanuary 15, 2010. The short-form trust agreement will be amended on the closing datepursuant to an amended and restated trust agreement to be dated as of the closing dateamong the depositor, the eligible lender trustee, the Delaware trustee and the indenturetrustee. We refer to the short-form trust agreement and the amended and restated trustagreement together as the trust agreement.

After its formation, the trust will not engage in any activity other than:

acquiring, holding and managing the trust student loans and holding the otherassets of the trust and related proceeds;

issuing the notes;

making payments on the notes; and

engaging in other activities that are necessary, suitable or convenient to

accomplish, or are incidental to, the foregoing.The trust was initially capitalized with nominal equity of $100, excluding any

amounts to be deposited by the trust into the reserve account, the capitalized interestaccount, the supplemental purchase account and the collection account. The depositorwill use the net proceeds from the sale of the notes to pay to the trust the amounts to bedeposited by the trust into the reserve account, the capitalized interest account, thesupplemental purchase account and the collection account. The trust will purchase theinitial trust student loans from the depositor under a sale agreement to be dated as ofthe closing date, among the depositor, the trust and the eligible lender trustee. Thetrust will purchase any additional trust student loans under one or more additional saleagreements to be entered into with the depositor pursuant to the terms of the initial saleagreement. On the closing date, the depositor will use the net proceeds it receives fromthe sale of the initial trust student loans to the trust to pay the sellers the respectivepurchase prices for the initial trust student loans acquired from them under the purchaseagreements. Additional trust student loans may be purchased by the depositor fromany of the sellers during the supplemental purchase period only to the extent there aresufficient funds on deposit in the supplemental purchase account.

The property of the trust will consist of:


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the pool of trust student loans, legal title to which is held by the eligible lendertrustee on behalf of the trust;

all funds collected on the trust student loans, including any special allowancepayments and interest subsidy payments, on or after the applicable cutoff

date;

all moneys and investments from time to time on deposit in the TrustAccounts;

its rights under the transfer and servicing agreements, including the right torequire the applicable seller, the depositor or the master servicer torepurchase trust student loans from it or to substitute student loans undercertain conditions; and

its rights under the guarantee agreements with guarantors.

The sections Transfer and Servicing Agreements, Servicing andAdministration and The Notes in the base prospectus contain descriptions of thematerial provisions of the transaction documents.

The notes will be secured by the property of the trust. The Trust Accounts will beestablished and maintained in the name of the indenture trustee for the benefit of thenoteholders. The master servicer will act as custodian of the promissory notesrepresenting the trust student loans that it services and other related documents. Tofacilitate servicing and to minimize administrative burden and expense, the masterservicer will appoint the related subservicer as custodian of the promissory notesrepresenting the trust student loans serviced by such subservicer and other related

documents.

The trusts principal offices are in Jacksonville, Florida, in care of The Bank ofNew York Mellon Trust Company, National Association, as eligible lender trustee, at itsaddress shown below.

Capitalization of the Trust

The following table illustrates the capitalization of the trust as of the closing date,as if the issuance and sale of the securities had taken place on that date:

Floating Rate Class A Student Loan-Backed Notes ...................... $ 738,000,000

Floating Rate Class B Student Loan-Backed Notes ...................... 22,379,000Equity ............................................................................................. 100

Total ............................................................................................... $ 760,379,100

Eligible Lender Trustee

The eligible lender trustee is The Bank of New York Mellon Trust Company,National Association (BNYMTC), a national banking association organized under the


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the replacement of the eligible lender trustee are not paid by the successor trustee, thedepositor will be responsible for the payment of such expenses.

Delaware Trustee

BNY Mellon Trust of Delaware will be the Delaware trustee under the trustagreement. The Delaware trustee will act in the capacities required for a Delaware trustunder the Delaware Statutory Trust Act. BNY Mellon Trust of Delaware is a Delawarebanking corporation with its principal place of business located at 100 White ClayCenter, Suite 102, Newark, Delaware 19711. BNY Mellon Trust of Delaware has and iscurrently serving as Delaware trustee for numerous securitization transactions andprograms involving pools of student loan receivables.

BNY Mellon Trust of Delaware has provided the information in the priorparagraph for purposes of complying with Regulation AB. Other than the priorparagraph, BNY Mellon Trust of Delaware has not participated in the preparation of, andis not responsible for, any other information contained in this prospectus supplement or

the base prospectus.

The liability of the Delaware trustee in connection with the issuance and sale ofthe notes will consist solely of the express obligations specified in the trust agreement.The Delaware trustee will not be personally liable for any actions or omissions that werenot the result of its own bad faith, willful misconduct or negligence. The Delawaretrustee will be entitled to be indemnified by the administrator (at the direction of thedepositor) for any loss, liability or expense (including reasonable attorneys fees andexpenses) incurred by it in connection with the performance of its duties under the trustagreement. See Description of the Notes in this prospectus supplement and Transferand Servicing Agreements in the base prospectus. The depositor and its affiliates

maintain banking relations with the Delaware trustee and/or its affiliates.

The Delaware trustee may resign at any time. The administrator may alsoremove the Delaware trustee if it becomes insolvent or ceases to be eligible to continueas Delaware trustee. In the event of such a resignation or removal, the administratorwill appoint a successor. The resignation or removal of the Delaware trustee and theappointment of a successor will become effective only when a successor accepts itsappointment. To the extent expenses incurred in connection with the replacement ofthe Delaware trustee are not paid by the successor trustee, the depositor will beresponsible for the payment of such expenses.

Indenture Trustee and Paying Agent

The trust will issue the notes under an indenture to be dated as of the closingdate. Under the indenture, Deutsche Bank Trust Company Americas will act asindenture trustee for the benefit of and to protect the interests of the noteholders andwill act as paying agent for the notes. Deutsche Bank Trust Company Americas, abanking association organized under the laws of the State of New York, is the indenturetrustee. Its address is 60 Wall Street, 26th floor, New York, New York 10005. Deutsche


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Bank Trust Company Americas has acted as trustee on numerous asset-backedsecurities transactions involving pools of student loans, including as of June 30, 2010,approximately 69previous asset-backed securities transactions involving federally-insured student loans that were sponsored by Sallie Mae.

Affiliates of the depositor maintain customary banking relations on arms-lengthterms with the indenture trustee.

The indenture trustee will act on behalf of the noteholders and represent theirinterests in the exercise of their rights under the indenture.

To the extent expenses incurred in connection with the replacement of anindenture trustee are not paid by the indenture trustee that is being replaced, thedepositor will be responsible for the payment of such expenses.

The indenture trustee will not be personally liable for any actions or omissionsthat were not the result of its own bad faith, willful misconduct or negligence. The

indenture trustee will be entitled to be indemnified by the administrator (at the directionof the trust) for any loss, liability or expense (including reasonable attorneys fees)incurred by it in connection with the performance of its duties under the indenture andthe other transaction documents. Upon the occurrence of an event of default, and in theevent the administrator fails to reimburse the indenture trustee, the indenture trustee willbe entitled to receive all such amounts owed from cashflow on the trust student loansprior to any amounts being distributed to the noteholders.

The Subservicers

Great Lakes will act as a subservicer for the trust with respect to approximately

3% of the initial trust student loans by principal balance and Nelnet will act as asubservicer for the trust with respect to approximately 14% of the initial trust studentloans by principal balance.

USE OF PROCEEDS

The trust will purchase the initial trust student loans from the depositor under theinitial sale agreement in exchange for the issuance of the notes and the issuance of theexcess distribution certificate to the depositor.

The depositor will use the net proceeds from the sale of the notes to theunderwriters to pay to the trust the initial deposits to the collection account, the

capitalized interest account, the supplemental purchase account and the reserveaccount.

The depositor will then use the proceeds paid to the depositor by theunderwriters to pay to the sellers the respective purchase prices due to those sellers forthe initial trust student loans purchased by the depositor.


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Expenses incurred to establish the trust and issue the notes (other than fees thatare due to the underwriters) are payable by the depositor. Expenses to be paid by thedepositor are estimated to be $676,737.

THE TRUST STUDENT LOAN POOL

General

The eligible lender trustee, on behalf of the trust, will purchase the pool of initialtrust student loans from the depositor on the closing date, and the trust will be entitled tocollections on and proceeds of the initial trust student loans on and after that date.

Eligible Trust Student Loans

The initial trust student loans were selected from the portfolio of student loansowned by one or more of SLM ECFC, Bluemont Funding, Town Center Funding, TownHall Funding and VL Funding (each, a seller) or their affiliates by employing several

criteria, including requirements that each trust student loan as of the statistical cutoffdate (and with respect to each additional trust student loan, as of its related subsequentcutoff date, to be specified at the time of its sale to the trust):

is a FFELP loan that is guaranteed as to at least (1) 100% with respect totrust student loans with an initial date of disbursement prior toOctober 1, 1993, (2) 98% with respect to trust student loans with an initialdate of disbursement prior to July 1, 2006 and on or after October 1, 1993 or(3) 97% with respect to trust student loans with an initial date of disbursementon or after July 1, 2006, of its principal and interest by a guaranty agencyunder a guarantee agreement and the guaranty agency is, in turn, reinsured

by the Department of Education in accordance with the FFELP under aguarantee agreement;

contains terms in accordance with those required by the FFELP, theguarantee agreements and other applicable requirements;

is fully disbursed;

is not more than 210 days past due;

does not have a borrower who is noted in the related records of the master

servicer or the related subservicer, as applicable, as being currently involvedin a bankruptcy proceeding; and

has special allowance payments, if any, based on the three-monthcommercial paper rate or the 91-day Treasury bill rate.

Each additional trust student loan will be selected from portfolios of student loansowned by one of the sellers or an affiliate by employing the criteria listed above (as ofthe related subsequent cutoff date).


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VL Funding LLC. VL Funding LLC is a Delaware limited liability company whosesole member is SLM ECFC. We sometimes refer to VL Funding LLC as VL Funding.VL Funding was formed on June 22, 2000. VL Funding is a limited purpose,bankruptcy-remote entity formed to purchase education loans for re-sale in varioussecuritization transactions. Sallie Mae, Inc. master services all loans owned by VL

Funding that may be sold to the trust. The Bank of New York Mellon Trust Company,National Association, acts as interim eligible lender trustee on behalf of VL Funding.

Certain Expenses

Expenses incurred in connection with the acquisition of the trust student loansand the establishment of the trust (including the expenses of accountants, underwritersand rating agencies) are paid by Sallie Mae, Inc. and/or the depositor. Such expensesare not paid from proceeds of the sale of the notes.

Recent Developments

On March 30, 2010, the Health Care and Education Reconciliation Act of 2010(the Reconciliation Act) was enacted into law. Effective July 1, 2010, theReconciliation Act eliminated new originations of federally guaranteed student loansunder the FFELP; however, the terms of existing FFELP loans are not materiallyaffected by the Reconciliation Act.

Characteristics of the Initial Trust Student Loans

The tables contained in Annex A to this prospectus supplement provide adescription of specified characteristics of the initial trust student loans as of thestatistical cutoff date. The aggregate outstanding principal balance of the initial trust

student loans in each of the tables in Annex A includes the principal balance due fromborrowers plus accrued interest to be capitalized of $17,759,711 as of the statisticalcutoff date.

Unless otherwise specified, all information with respect to the initial trust studentloans presented in this prospectus supplement or in Annex A is as of July 1, 2010,which is the statistical cutoff date.

Following the sale of additional trust student loans during the supplementalpurchase period to the eligible lender trustee, on behalf of the trust, the aggregatecharacteristics of the final pool of trust student loans may vary from those shown inAnnex A for the initial pool of trust student loans. If the aggregate characteristics of the

final pool of trust student loans are materially different from those shown in Annex A,updated information will be provided in the first servicing report provided by theadministrator for the period in which the supplemental purchase period ends.


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Insurance of Trust Student Loans; Guarantors of Trust Student Loans

SLMA 2010-2 Prospectus

Documents

Transcript of SLMA 2010-2 Prospectus