exv4w2



 






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 November 1, 2005




 





 

 






 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I Definitions and Usage
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II Appointment of Interim Eligible Lender Trustee
	 	 	2	 
	SECTION 2.1 Appointment of Interim Eligible Lender Trustee
	 	 	2	 
	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 Eligible Lender 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
	 	 	4	 
	SECTION 4.5 Restrictions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE V Concerning the Interim Eligible Lender Trustee
	 	 	4	 
	SECTION 5.1 Acceptance of Trust and Duties
	 	 	4	 
	SECTION 5.2 Representations and Warranties
	 	 	4	 
	SECTION 5.3 Not Acting in Individual Capacity
	 	 	5	 
	SECTION 5.4 Interim Eligible Lender Trustee Not Liable for the Interim Trust Loans
	 	 	5	 
	 
	 	 	 	 
	ARTICLE VI Compensation of Interim Eligible Lender Trustee
	 	 	5	 
	 
	 	 	 	 
	ARTICLE VII Termination of Interim Trust Agreement
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VIII Successor Interim Eligible Lender Trustees
	 	 	6	 
	SECTION 8.1 Eligibility Requirements for Interim Eligible Lender Trustee
	 	 	6	 
	SECTION 8.2 Resignation or Removal of Interim Eligible Lender Trustee
	 	 	6	 
	SECTION 8.3 Successor Interim Eligible Lender Trustee
	 	 	7	 
	SECTION 8.4 Merger or Consolidation of Interim Eligible Lender Trustee
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IX Miscellaneous
	 	 	8	 
	SECTION 9.1 Supplements and Amendments
	 	 	8	 
	SECTION 9.2 Notices
	 	 	8	 
	SECTION 9.3 Severability
	 	 	9	 
	SECTION 9.4 Separate Counterparts
	 	 	9	 
	SECTION 9.5 Successors and Assigns
	 	 	9	 
	SECTION 9.6 Headings
	 	 	9	 
	SECTION 9.7 Governing Law
	 	 	9	 
	 
	 	 	 	 
	APPENDIX A Definitions and Usage
	 	 	 	 






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INTERIM TRUST AGREEMENT




     INTERIM TRUST AGREEMENT (the “Agreement”), dated as of November 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 2005-9 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



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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



8









 







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, 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.



9









 





     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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