Exhibit 4.2


 




 





INTERIM
TRUST AGREEMENT


 


 


between


 


 


SLM FUNDING LLC,


as the Depositor


 


 


and


 


 


CHASE BANK USA,


NATIONAL
ASSOCIATION,


not in its
individual capacity but solely


as the Interim
Trustee


 


 


Dated as of April
6, 2006




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I Definitions and Usage

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II Appointment of Interim Trustee

  	
   

  	
  1

  
	
   

  	
  SECTION 2.1 Appointment of
  Interim Trustee

  	
  1

  
	
   

  	
  SECTION 2.2 Declaration of Trust

  	
  2

  
	
   

  	
  SECTION 2.3 Title to Interim
  Trust Loans

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE III Representations and Warranties of the
  Depositor

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Authority and Duties of Interim Trustee

  	
   

  	
  3

  
	
   

  	
  SECTION 4.1 General Authority

  	
  3

  
	
   

  	
  SECTION 4.2 General Duties

  	
  3

  
	
   

  	
  SECTION 4.3 No Duties Except as
  Specified in this Agreement

  	
  3

  
	
   

  	
  SECTION 4.4 No Action Except
  Under Specified Documents

  	
  3

  
	
   

  	
  SECTION 4.5 Restrictions

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Concerning the Interim Trustee

  	
   

  	
  3

  
	
   

  	
  SECTION 5.1 Acceptance of Trust
  and Duties

  	
  3

  
	
   

  	
  SECTION 5.2 Representations and
  Warranties

  	
  4

  
	
   

  	
  SECTION 5.3 Not Acting in
  Individual Capacity

  	
  4

  
	
   

  	
  SECTION 5.4 Interim Trustee Not
  Liable for the Interim Trust Loans

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI Compensation of Interim Trustee

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII Termination of Interim Trust Agreement

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Successor Interim Trustees

  	
   

  	
  5

  
	
   

  	
  SECTION 8.1 Eligibility
  Requirements for Interim Trustee

  	
  5

  
	
   

  	
  SECTION 8.2 Resignation or
  Removal of Interim Trustee

  	
  5

  
	
   

  	
  SECTION 8.3 Successor Interim
  Trustee

  	
  6

  
	
   

  	
  SECTION 8.4 Merger or
  Consolidation of Interim Trustee

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Miscellaneous

  	
   

  	
  7

  
	
   

  	
  SECTION 9.1 Supplements and
  Amendments

  	
  7

  
	
   

  	
  SECTION 9.2 Notices

  	
  8

  
	
   

  	
  SECTION 9.3 Severability

  	
  8

  
	
   

  	
  SECTION 9.4 Separate
  Counterparts

  	
  8

  
	
   

  	
  SECTION 9.5 Successors and
  Assigns

  	
  8

  
	
   

  	
  SECTION 9.6 Headings

  	
  8

  
	
   

  	
  SECTION 9.7 Governing Law

  	
  8

  
	
   

  	
   

  	
   

  
	
  APPENDIX A 
  Definitions and Usage

  	
   

  	
   

  
				



 


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INTERIM TRUST
AGREEMENT


 


INTERIM TRUST AGREEMENT (the “Agreement”), dated
as of April 6, 2006, between SLM FUNDING LLC, a Delaware limited liability
company (the “Depositor”), and CHASE BANK USA, NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity but solely as Interim
Trustee (the “Interim Trustee”).


 


WHEREAS, the
Depositor is a limited liability company established for the purpose of
purchasing Loans from SLM Education Credit Finance Corporation (“SLM ECFC”)
and, among others, VG Funding, LLC (“VG Funding,” and together with SLM ECFC,
the “Sellers”) for immediate resale to special purpose trusts established for
the purpose of financing the purchase of such Loans;


 


WHEREAS, on the
Closing Date, the Depositor will enter into a separate Purchase Agreement with
each of the Sellers, and a Sale Agreement with SLM Private Credit Student Loan
Trust 2006-A for the purpose of effecting the purchase and resale of the Interim
Trust Loans (the “Sale Agreements”); and


 


WHEREAS, pursuant
to the terms of the Sale Agreement, the Depositor may be required, under
certain circumstances, to repurchase some of the Interim Trust Loans;


 


NOW, THEREFORE,
the Depositor and the Interim Trustee hereby agree as follows:


 


ARTICLE I


 


Definitions and
Usage


 


Except as
otherwise specified herein or as the context may otherwise require, capitalized
terms used but not otherwise defined herein are defined in Appendix A hereto,
which also contains rules as to usage that shall be applicable herein.


 


ARTICLE II


 


Appointment of Interim
Trustee


 


SECTION
2.1       Appointment of Interim
Trustee. The Depositor hereby appoints the Interim
Trustee, effective as of the date hereof, as trustee, to have all the rights,
powers and duties set forth herein, including, without limitation:


 


a.                                       to
hold legal title to the Interim Trust Loans on behalf and for the benefit of
the Depositor;


 


b.                                      to
enter into and perform its obligations as the Interim Trustee under this


 


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Agreement, and the Sale Agreements ; and


 


c.                                       to
engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith.


 


SECTION
2.2       Declaration of Trust.
The Interim Trustee hereby declares that it will hold the Interim Trust Loans
in trust upon and subject to the conditions set forth herein for the use and
benefit of the Depositor, subject to the obligations of the Interim Trustee
under the Sale Agreements. Effective as of the date hereof, the Interim Trustee
shall have all rights, powers and duties set forth herein with respect to
accomplishing the purposes of this Agreement.


 


SECTION
2.3       Title to Interim Trust Loans.
Legal title to all of the Interim Trust Loans shall be vested at all times in
the Interim Trustee on behalf of and for the benefit of the Depositor.


 


ARTICLE III


 


Representations
and Warranties of the Depositor


 


The Depositor
hereby represents and warrants to the Interim Trustee that:


 


1.                                       It
is duly organized and validly existing as a Delaware limited liability company
in good standing under the laws of the State of Delaware, with power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted.


 


2.                                       It
has all necessary power and authority to execute and deliver this Agreement and
to carry out its terms; and the execution, delivery and performance of this
Agreement has been duly authorized by all necessary action.


 


3.                                       This
Agreement constitutes a legal, valid and binding obligation of the Depositor
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization and similar laws relating to creditors’ rights
generally and subject to general principles of equity.


 


4.                                       The
consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof do not conflict with, result in any breach of
any of the terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, the certificate of formation or limited
liability company operating agreement, in effect as of the date hereof, of the
Depositor, or any indenture, agreement or other instrument to which the
Depositor is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than as contemplated by
the Basic Documents); nor violate any


 


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law or any order, rule or regulation applicable to the
Depositor of any court or of any Federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties.


 


ARTICLE IV


 


Authority and
Duties of Interim Trustee


 


SECTION
4.1       General Authority.
The Interim Trustee is authorized and directed to execute and deliver the Sale
Agreements and this Agreement and each certificate or other document attached
as an exhibit to or contemplated by such agreements, in each case, in such form
as the Depositor shall approve as evidenced conclusively by the Interim Trustee’s
execution thereof. The Interim Trustee is also authorized and directed on
behalf and for the benefit of the Depositor to acquire and hold legal title to
the Interim Trust Loans and to take all actions required of the Interim Trustee
pursuant to the Sale Agreements and this Agreement.


 


SECTION
4.2       General Duties.
It shall be the duty of the Interim Trustee to discharge (or cause to be
discharged) all its responsibilities as the Interim Trustee pursuant to the
terms of the Sale Agreements and this Agreement.


 


SECTION
4.3       No Duties Except as Specified
in this Agreement. The Interim Trustee shall not have any
duty or obligation to manage, make any payment with respect to, register,
record, sell, service, dispose of or otherwise deal with the Interim Trust
Loans, or to otherwise take or refrain from taking any action under, or in
connection with, any document contemplated hereby to which the Interim Trustee
is a party, except as expressly provided by the terms of the Sale Agreements or
this Agreement; and no implied duties or obligations shall be read into this
Agreement or the Sale Agreements against the Interim Trustee.


 


SECTION
4.4       No Action Except Under
Specified Documents. The Interim Trustee shall not
otherwise deal with the Interim Trust Loans except in accordance with the
powers granted to and the authority conferred upon the Interim Trustee pursuant
to this Agreement and the Sale Agreements.


 


SECTION
4.5       Restrictions.
The Interim Trustee shall not take any action that is inconsistent with the
purposes of the Trust set forth in the Basic Documents.


 


ARTICLE V


 


Concerning the Interim
Trustee


 


SECTION
5.1       Acceptance of Trust and
Duties. The Interim Trustee accepts the trust hereby
created and agrees to perform its duties hereunder with respect to such trust
but only upon the terms of this Agreement. The Interim Trustee shall not be
answerable or accountable hereunder or under the Sale Agreements under any
circumstances, except (i) for its own willful


 


3

















 


misconduct or negligence or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 5.2 below expressly made by the
Interim Trustee. In particular, but not by way of limitation (and subject to
the exceptions set forth in the preceding sentence):


 


1.                                       The
Interim Trustee shall not be liable for any error of judgment made by a
responsible officer of the Interim Trustee.


 


2.                                       No
provision of this Agreement or the Sale Agreements shall require the Interim
Trustee to expend or risk funds or otherwise incur any financial liability in
the performance of any of its rights or powers hereunder or under the Sale
Agreements, if the Interim Trustee shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it.


 


3.                                       The
Interim Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Depositor
or for the form, character, genuineness, sufficiency, value or validity of any
of the Interim Trust Loans or for or in respect of the validity or sufficiency
of the Sale Agreements.


 


SECTION
5.2       Representations and
Warranties. The Interim Trustee hereby represents and
warrants to the Depositor that:


 


1.                                       It
is duly organized and validly existing in good standing under the laws of its
governing jurisdiction and has an office located within the State of Delaware,
at which it will act as trustee for the Trust. It has all requisite power and
authority to execute, deliver and perform its obligations under the Sale
Agreements and this Agreement.


 


2.                                       It
has taken all action necessary to authorize the execution and delivery by it of
the Sale Agreements and this Agreement, and the Sale Agreements and this
Agreement have been executed and delivered by one of its officers who is duly
authorized to execute and deliver the same on its behalf.


 


3.                                       Neither
the execution nor the delivery by it of the Sale Agreements or this Agreement,
nor the consummation by it of the transactions contemplated thereby or hereby
nor compliance by it with any of the terms or provisions thereof or hereof will
contravene any Federal or Delaware state law, governmental rule or regulation
governing the banking or trust powers of the Interim Trustee or any judgment or
order binding on it, or constitute any default under its charter documents or
by-laws or any indenture, mortgage, contract, agreement or instrument to which
it is a party or by which any of its properties may be bound.


 


SECTION
5.3       Not Acting in Individual
Capacity. Except as provided in this Article V, in
accepting the trust hereby created, Chase Bank USA, National Association acts


 


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solely as Interim Trustee hereunder and not in its individual capacity.


 


SECTION
5.4       Interim Trustee Not Liable
for the Interim Trust Loans. The Interim Trustee makes no
representations as to the validity or sufficiency of this Agreement or the Sale
Agreements, or of any Interim Trust Loan or related documents. The Interim
Trustee shall at no time have any responsibility for or with respect to the
sufficiency of the Interim Trust Loans; the validity or completeness of the
assignment to the Interim Trustee of legal title to any Interim Trust Loan on
behalf and for the benefit of the Depositor; the performance or enforcement
(except as expressly set forth in the Sale Agreements) of any Interim Trust
Loan; the compliance by the Depositor or the Servicer with any warranty or
representation made under any Basic Document or in any related document or the
accuracy of any such warranty or representation or any action or inaction of
the Administrator, the Indenture Trustee or the Servicer or any subservicer
taken in the name of the Interim Trustee.


 


ARTICLE VI


 


Compensation of Interim
Trustee


 


The Interim Trustee shall receive as compensation for its services
hereunder such fees as have been separately agreed upon before the date hereof
between the Depositor and the Interim Trustee, and the Interim Trustee shall be
entitled to be reimbursed by the Depositor, to the extent provided in such
separate agreement, for its other reasonable expenses hereunder.


 


ARTICLE VII


 


Termination of
Interim Trust Agreement


 


This Agreement (other than Article VI) and the trust created hereby
shall terminate and be of no further force or effect upon the earlier of (i)
the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and
(ii) the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James’s, living on the date hereof.


 


ARTICLE VIII


 


Successor Interim
Trustees


 


SECTION
8.1       Eligibility Requirements for Interim
Trustee. The Interim Trustee shall at all times be a
corporation or banking association being authorized to exercise corporate trust
powers and hold legal title to the Interim Trust Loans. In case at any time the
Interim Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Interim Trustee shall resign immediately in the manner and
with the effect specified in Section 8.2.


 


SECTION
8.2       Resignation or Removal of Interim
Trustee. The Interim Trustee


 


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may at any time resign and be discharged from the trust hereby created
by giving written notice thereof to the Depositor. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor Interim
Trustee meeting the eligibility requirements of Section 8.1 by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Interim Trustee and one copy to the successor Interim Trustee. If
no successor Interim Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Interim Trustee may petition any court of competent jurisdiction for
the appointment of a successor Interim Trustee; provided, however,
that such right to appoint or to petition for the appointment of any such
successor shall in no event relieve the resigning Interim Trustee from any
obligations otherwise imposed on it under this Agreement or the Sale Agreements
until such successor has in fact assumed such appointment.


 


If at any time the
Interim Trustee shall cease to be or shall be likely to cease to be eligible in
accordance with the provisions of Section 8.1 and shall fail to resign after
written request therefor by the Depositor, then the Depositor may remove the Interim
Trustee. If the Depositor shall remove the Interim Trustee under the authority
of the immediately preceding sentence, the Depositor shall promptly appoint a
successor Interim Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the outgoing Interim Trustee so removed
and one copy to the successor Interim Trustee together with payment of all fees
owed to the outgoing Interim Trustee.


 


Any resignation or
removal of the Interim Trustee and appointment of a successor Interim Trustee
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor Interim Trustee pursuant to
Section 8.3 and payment of all fees and expenses owed to the outgoing Interim
Trustee.


 


SECTION
8.3       Successor Interim Trustee.
Any successor Interim Trustee appointed pursuant to Section 8.2 shall execute,
acknowledge and deliver to the Depositor and to its predecessor Interim Trustee
an instrument accepting such appointment under this Agreement, and thereupon
the resignation or removal of the predecessor Interim Trustee shall become
effective and such successor Interim Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if
originally named as Interim Trustee. The predecessor Interim Trustee shall upon
payment of its fees and expenses deliver to the successor Interim Trustee all
documents, statements, moneys and properties held by it under this Agreement
and shall assign, if permissible, to the successor Interim Trustee any lender
identification number obtained from the Department with respect to the Interim
Trust Loans; and the Depositor and the predecessor Interim Trustee shall execute
and deliver such instruments and do such other things as may reasonably be
required for fully and certainly vesting and confirming in the successor Interim
Trustee all such rights, powers, duties and obligations.


 


No successor Interim
Trustee shall accept such appointment as provided in this Section unless at the
time of such acceptance such successor Interim Trustee shall be eligible
pursuant to Section 8.1.


 


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SECTION
8.4       Merger or Consolidation of Interim
Trustee. Any corporation into which the Interim Trustee
may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which the Interim Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the Interim
Trustee, shall, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, be the successor of the Interim Trustee hereunder; provided
that such corporation or banking association shall be eligible pursuant to
Section 8.1.


 


ARTICLE IX


 


Miscellaneous


 


SECTION
9.1       Supplements and Amendments.


 


This Agreement may
be amended by the Depositor and the Interim Trustee, with prior written notice
to the Rating Agencies, without the consent of any of the Noteholders or any
Excess Distribution Certificateholder, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Noteholder or any Excess Distribution Certificateholder.


 


This Agreement may
also be amended from time to time by the Depositor and the Interim Trustee,
with prior written notice to the Rating Agencies and with the consent of the
Noteholders evidencing not less than a majority of the Outstanding Amount of
the Notes, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement; provided,
however, that no such amendment shall reduce the aforesaid percentage of
the Outstanding Amount of the Notes required to consent to any such amendment,
without the consent of all the outstanding Noteholders.


 


Promptly after the
execution of any such amendment or consent, the Interim Trustee shall furnish
written notification of the substance of such amendment or consent to the
Indenture Trustee and each of the Rating Agencies.


 


It shall not be
necessary for the consent of the Noteholders pursuant to this Section to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof. The manner
of obtaining such consents and of evidencing the authorization of the execution
thereof shall be subject to such reasonable requirements as the Interim Trustee
may prescribe.


 


Prior to the
execution of any amendment to this Agreement, the Interim Trustee shall be
entitled to receive and rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement. The Interim
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Interim Trustee’s own rights, duties or immunities under this
Agreement or otherwise.


 


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SECTION
9.2       Notices.
Unless otherwise expressly specified or permitted by the terms hereof, all
notices shall be in writing and shall be deemed given upon receipt by the
intended recipient or three Business Days after mailing if mailed by certified
mail, postage prepaid (except that notice to the Interim Trustee shall be
deemed given only upon actual receipt by the Interim Trustee), if to the Interim
Trustee, addressed to its Corporate Trust Office; if to the Depositor,
addressed to SLM Funding LLC, 12061 Bluemont Way, V3419, Reston, Virginia
20190, or, as to each party, at such other address as shall be designated by
such party in a written notice to each other party.


 


SECTION
9.3       Severability.
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION
9.4       Separate Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.


 


SECTION
9.5       Successors and Assigns.
All covenants and agreements contained herein shall be binding upon and to the
benefit of, the Depositor and its successors and the Interim Trustee and its
successors, all as herein provided.


 


SECTION
9.6       Headings.
The headings of the various Articles and Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.


 


SECTION
9.7       Governing Law.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Interim Trust Agreement to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.


 


	
   

  	
  CHASE BANK USA,

  
	
   

  	
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as the Interim Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ JOHN J. CASHIN

  	
   

  
	
   

  	
   

  	
  Name: John J. Cashin

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SLM FUNDING LLC,

  
	
   

  	
  as the Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ MARK L. HELEEN

  	
   

  
	
   

  	
   

  	
  Name: Mark L. Heleen

  
	
   

  	
   

  	
  Title:   Vice President

  
						



 


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