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
Eligible Lender Trustee


 


 


Dated as of August
1, 2005


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I Definitions and
  Usage

  	
   

  
	
   

  	
   

  
	
  ARTICLE II Appointment of
  Interim Eligible Lender Trustee

  	
   

  
	
  SECTION 2.1

  	
  Appointment
  of Interim Eligible Lender Trustee

  	
   

  
	
  SECTION 2.2

  	
  Declaration
  of Trust

  	
   

  
	
  SECTION 2.3

  	
  Title
  to Interim Trust Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  Representations and Warranties of the Depositor

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV Authority and
  Duties of Interim Eligible Lender Trustee

  	
   

  
	
  SECTION 4.1

  	
  General
  Authority

  	
   

  
	
  SECTION 4.2

  	
  General
  Duties

  	
   

  
	
  SECTION 4.3

  	
  No
  Duties Except as Specified in this Agreement

  	
   

  
	
  SECTION 4.4

  	
  No
  Action Except Under Specified Documents

  	
   

  
	
  SECTION 4.5

  	
  Restrictions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Concerning the
  Interim Eligible Lender Trustee

  	
   

  
	
  SECTION 5.1

  	
  Acceptance
  of Trust and Duties

  	
   

  
	
  SECTION 5.2

  	
  Representations
  and Warranties

  	
   

  
	
  SECTION 5.3

  	
  Not
  Acting in Individual Capacity

  	
   

  
	
  SECTION 5.4

  	
  Interim
  Eligible Lender Trustee Not Liable for the Interim Trust Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI Compensation of
  Interim Eligible Lender Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII Termination of
  Interim Trust Agreement

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII Successor
  Interim Eligible Lender Trustees

  	
   

  
	
  SECTION 8.1

  	
  Eligibility
  Requirements for Interim Eligible Lender Trustee

  	
   

  
	
  SECTION 8.2

  	
  Resignation
  or Removal of Interim Eligible Lender Trustee

  	
   

  
	
  SECTION 8.3

  	
  Successor
  Interim Eligible Lender Trustee

  	
   

  
	
  SECTION 8.4

  	
  Merger
  or Consolidation of Interim Eligible Lender Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX Miscellaneous

  	
   

  
	
  SECTION 9.1

  	
  Supplements
  and Amendments

  	
   

  
	
  SECTION 9.2

  	
  Notices

  	
   

  
	
  SECTION 9.3

  	
  Severability

  	
   

  
	
  SECTION 9.4

  	
  Separate
  Counterparts

  	
   

  
	
  SECTION 9.5

  	
  Successors
  and Assigns

  	
   

  
	
  SECTION 9.6

  	
  Headings

  	
   

  
	
  SECTION 9.7

  	
  Governing
  Law

  	
   

  



 


APPENDIX A  Definitions and Usage


 


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INTERIM TRUST AGREEMENT


 


INTERIM TRUST AGREEMENT (the “Agreement”), dated
as of August 1, 2005, between SLM FUNDING LLC, a Delaware limited liability
company (the “Depositor”), and CHASE BANK USA, NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity but solely as Interim
Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).


 


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 Student Loan Trust 2005-7
for the purpose of effecting the purchase and resale of the Initial Trust
Student Loans;


 


WHEREAS, during
the Supplemental Purchase Period, the Depositor may purchase Additional Trust
Student Loans from one or both of the Sellers pursuant to the applicable
Purchase Agreement and the related Additional Purchase Agreements, for
immediate resale to the Trust pursuant to the terms of the Sale Agreement and
the related Additional Sale Agreements (collectively, the Initial Trust Student
Loans and the Additional Trust Student Loans are referred to herein as the “Interim
Trust Loans”);


 


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; and


 


WHEREAS, the
Interim Eligible Lender Trustee is an “eligible lender” within the meaning of
Section 435(d) of the Higher Education Act and is willing to hold legal title
to the Interim Trust Loans on behalf and for the benefit of the Depositor.


 


NOW, THEREFORE,
the Depositor and the Interim Eligible Lender 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.


 


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ARTICLE II


 


Appointment of
Interim Eligible Lender Trustee


 


SECTION 2.1       Appointment
of Interim Eligible Lender Trustee.  The Depositor hereby appoints the Interim
Eligible Lender 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 Eligible Lender Trustee
under this Agreement, the Purchase Agreements and the Sale Agreement (including
any Additional Purchase Agreements and Additional Sale Agreements entered into
during the Supplemental Purchase Period); 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 Eligible Lender 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
Eligible Lender Trustee under the Purchase Agreements and the Sale Agreement.  Effective as of the date hereof, the Interim
Eligible Lender 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 Eligible Lender 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 Eligible Lender 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.


 


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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 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 Eligible Lender Trustee


 


SECTION 4.1       General
Authority.  The
Interim Eligible Lender Trustee is authorized and directed to execute and
deliver the Purchase Agreements, the Sale Agreement 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 Eligible Lender Trustee’s execution
thereof.  The Interim Eligible Lender
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 Eligible Lender Trustee pursuant to
the Purchase Agreements, the Sale Agreement and this Agreement.


 


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


 


SECTION 4.3       No
Duties Except as Specified in this Agreement.  The Interim Eligible Lender 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
Eligible Lender Trustee is a party, except as expressly provided by the terms
of the Purchase Agreements, the Sale Agreement or this Agreement; and no
implied duties or obligations shall be read into this Agreement, the Purchase
Agreements or the Sale Agreement against the Interim Eligible Lender Trustee.


 


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SECTION 4.4       No
Action Except Under Specified Documents.  The Interim Eligible Lender 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 Eligible Lender
Trustee pursuant to this Agreement, the Purchase Agreements and the Sale
Agreement.


 


SECTION 4.5       Restrictions.
 The Interim Eligible Lender 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 Eligible Lender Trustee


 


SECTION 5.1       Acceptance
of Trust and Duties. 
The Interim Eligible Lender 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
Eligible Lender Trustee shall not be answerable or accountable hereunder or
under the Purchase Agreements or the Sale Agreement under any circumstances,
except (i) for its own willful 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 Eligible Lender Trustee.  In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):


 


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


 


2.                                       No
provision of this Agreement, the Purchase Agreements or the Sale Agreement
shall require the Interim Eligible Lender 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 Purchase Agreements or the Sale Agreement, if
the Interim Eligible Lender 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 Eligible Lender 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 Purchase Agreements or the Sale Agreement.


 


SECTION 5.2       Representations
and Warranties.  The
Interim Eligible Lender 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 Purchase
Agreements, the Sale Agreement and this Agreement.


 


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2.                                       It
has taken all action necessary to authorize the execution and delivery by it of
the Purchase Agreements, the Sale Agreement and this Agreement, and the
Purchase Agreements, the Sale Agreement 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 Purchase Agreements, the Sale
Agreement 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 Eligible Lender 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.


 


4.                                       It
is and will maintain its status as an “eligible lender” (as such term is
defined in Section 435(d) of the Higher Education Act) for purposes of holding
legal title to the Interim Trust Loans as contemplated by this Agreement, the
Purchase Agreements and the Sale Agreement.


 


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


 


SECTION 5.4       Interim
Eligible Lender Trustee Not Liable for the Interim Trust Loans.  The Interim Eligible Lender Trustee makes no
representations as to the validity or sufficiency of this Agreement, the
Purchase Agreements or the Sale Agreement, or of any Interim Trust Loan or
related documents.  The Interim Eligible
Lender 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 Eligible Lender 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 Purchase Agreements or the
Sale Agreement) 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 Eligible
Lender Trustee.


 


ARTICLE VI


 


Compensation of
Interim Eligible Lender Trustee


 


The Interim Eligible Lender 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 Eligible Lender Trustee, and
the Interim Eligible Lender Trustee shall


 


5





















 


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
Eligible Lender Trustees


 


SECTION 8.1       Eligibility
Requirements for Interim Eligible Lender Trustee.  The Interim Eligible Lender Trustee shall at
all times be a corporation or banking association (i) qualifying as an “eligible
lender” as such term is defined in Section 435(d) of the Higher Education Act
for purposes of holding legal title to the Interim Trust Loans on behalf and
for the benefit of the Depositor, with a valid lender identification number
with respect to the Interim Trust Loans from the Department; and (ii) being
authorized to exercise corporate trust powers and hold legal title to the
Interim Trust Loans.  In case at any time
the Interim Eligible Lender Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Interim Eligible Lender Trustee shall
resign immediately in the manner and with the effect specified in Section 8.2.


 


SECTION 8.2       Resignation
or Removal of Interim Eligible Lender Trustee.  The Interim Eligible Lender Trustee 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 Eligible Lender 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 Eligible Lender
Trustee and one copy to the successor Interim Eligible Lender Trustee.  If no successor Interim Eligible Lender
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Interim
Eligible Lender Trustee may petition any court of competent jurisdiction for
the appointment of a successor Interim Eligible Lender 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 Eligible
Lender Trustee from any obligations otherwise imposed on it under this
Agreement, the Purchase Agreements or the Sale Agreement until such successor
has in fact assumed such appointment.


 


If at any time the
Interim Eligible Lender 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 Eligible Lender Trustee. 
If the Depositor shall remove the Interim Eligible Lender Trustee under
the


 


6





















 


authority
of the immediately preceding sentence, the Depositor shall promptly appoint a
successor Interim Eligible Lender Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the outgoing Interim
Eligible Lender Trustee so removed and one copy to the successor Interim
Eligible Lender Trustee together with payment of all fees owed to the outgoing
Interim Eligible Lender Trustee.


 


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


 


SECTION 8.3       Successor
Interim Eligible Lender Trustee.  Any successor Interim Eligible Lender Trustee
appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to the
Depositor and to its predecessor Interim Eligible Lender Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Interim Eligible Lender Trustee shall become
effective and such successor Interim Eligible Lender 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 Eligible Lender Trustee.  The predecessor Interim Eligible Lender Trustee
shall upon payment of its fees and expenses deliver to the successor Interim
Eligible Lender Trustee all documents, statements, moneys and properties held
by it under this Agreement and shall assign, if permissible, to the successor
Interim Eligible Lender Trustee any lender identification number obtained from
the Department with respect to the Interim Trust Loans; and the Depositor and
the predecessor Interim Eligible Lender 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 Eligible Lender
Trustee all such rights, powers, duties and obligations.


 


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


 


SECTION 8.4       Merger
or Consolidation of Interim Eligible Lender Trustee.  Any corporation into which the Interim
Eligible Lender 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 Eligible Lender
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Interim Eligible Lender 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 Eligible Lender Trustee
hereunder; provided that such corporation or banking association shall
be eligible pursuant to Section 8.1.


 


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ARTICLE IX


 


Miscellaneous


 


SECTION 9.1       Supplements
and Amendments.This Agreement may be amended by the
Depositor and the Interim Eligible Lender Trustee, with prior written notice to
the Rating Agencies, without the consent of any of the Noteholders, any Excess
Distribution Certificateholders or any Swap Counterparty, 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, the Excess
Distribution Certificateholders or any Swap Counterparty.


 


This Agreement may
also be amended from time to time by the Depositor and the Interim Eligible
Lender Trustee, with prior written notice to each Swap Counterparty and 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.


 


Notwithstanding
the foregoing, this Agreement may not be amended without the prior consent of a
Swap Counterparty if such amendment would adversely affect, in any respect, the
rights or interests of such Swap Counterparty.


 


Promptly after the
execution of any such amendment or consent, the Interim Eligible Lender 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 or any Swap Counterparty 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 Eligible Lender Trustee
may prescribe.


 


Prior to the
execution of any amendment to this Agreement, the Interim Eligible Lender
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 Eligible Lender
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Interim Eligible Lender Trustee’s own rights, duties or immunities
under this Agreement or otherwise.


 


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


 


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intended recipient or three Business Days after mailing if mailed by
certified mail, postage prepaid (except that notice to the Interim Eligible
Lender Trustee shall be deemed given only upon actual receipt by the Interim
Eligible Lender Trustee), if to the Interim Eligible Lender 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 Eligible Lender
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 Eligible Lender 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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