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
January 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 January 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, among others, for immediate resale
to special purpose trusts established for the purpose of financing the purchase
of such Loans;


 


WHEREAS, the Depositor
has entered into the Purchase Agreement with the Student Loan Marketing
Association and the Sale Agreement with SLM Student Loan Trust 2004-1 for the
purpose of effecting such a purchase and resale; 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 (collectively, 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 the Purchase Agreement, the Sale Agreement and this Agreement; and


 


c.                                       To
engage in those activities, including entering into agreements, that are


 


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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 Agreement 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 regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its
properties.


 


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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
Agreement, 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
Agreement, 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 Agreement, 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 Agreement, the
Sale Agreement or this Agreement; and no implied duties or obligations shall be
read into this Agreement, the Purchase Agreement 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 Agreement 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 Agreement or the Sale Agreement under any circumstances, except (i)
for its own willful misconduct or negligence or


 


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(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 Agreement 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 Agreement 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 Agreement 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
Agreement, the Sale Agreement and this Agreement.


 


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


 


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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 Agreement 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 Agreement 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 Agreement 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 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


 


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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 Agreement 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 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


 


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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 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 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 any Swap Counterparty and the Rating
Agencies, 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.


 


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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 Rating Agencies, and, if any such
amendment would adversely affect, in a material respect, the interests of any
Swap Counterparty, with the consent of that 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 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, Reston, Virginia 20193,
Attention: Legal Department, 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


 


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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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