Exhibit
4.2




 





 


INTERIM TRUST AGREEMENT


 


 


between


 


 


SLM FUNDING LLC,


as the Depositor


 


 


and


 


 


CHASE MANHATTAN BANK USA,


NATIONAL ASSOCIATION,


not in its individual
capacity but solely


as the Interim Eligible
Lender Trustee


 


 


Dated as of June 1, 2004




 





 

















 


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

  	
   

  



 


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INTERIM TRUST
AGREEMENT


 


INTERIM TRUST AGREEMENT (the “Agreement”), dated
as of June 1, 2004, between SLM FUNDING LLC, a Delaware limited liability
company (the “Depositor”), and CHASE MANHATTAN 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 the Student Loan Marketing Association (“SLMA”), among
others, including, for purposes of this transaction, SLM Education Credit
Finance Corporation (“SLM ECFC”), 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 SLMA and SLM ECFC, and a Sale Agreement with SLM Student Loan Trust
2004-6 for the purpose of effecting the purchase and resale of such 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 such Loans (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-1 hereto,
which also contains rules as to usage that shall be applicable herein.


 


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; and


 


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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 the Depositor 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 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


 


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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.


 


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


 


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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.


 


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


 


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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 Manhattan 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 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


 


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the Court of St. James, 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 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 


 


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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.


 


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 or the Interest Rate Cap 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 or the Interest Rate
Cap Counterparty.


 


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This Agreement may
also be amended from time to time by the Depositor and the Interim Eligible
Lender Trustee, with prior written notice to the Interest Rate Cap 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.


 


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 the Interest Rate Cap
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
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, 11600 Sallie
Mae Drive, MDC V1764, Reston, Virginia 20193, 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.


 


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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 MANHATTAN 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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