Exhibit 4.3


 


INTERIM TRUST AGREEMENT


 


 


between


 


 


VG FUNDING, LLC,


as the Seller


 


 


and


 


 


CHASE BANK USA,


NATIONAL ASSOCIATION,


not in its individual capacity but solely

as Interim Trustee for the benefit of

VG Funding, LLC


 


 


Dated as of April 6, 2006


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I Definitions and Usage

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II Appointment of VG Funding Trustee

  	
  1

  
	
  SECTION 2.1

  	
  Appointment of VG Funding Trustee

  	
  1

  
	
  SECTION 2.2

  	
  Declaration of Trust

  	
  2

  
	
  SECTION 2.3

  	
  Title to Interim Trust Loans

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE III Representations and Warranties of VG Funding

  	
  2

  
	
   

  	
   

  
	
  ARTICLE IV Authority and Duties of VG Funding Trustee

  	
  3

  
	
  SECTION 4.1

  	
  General Authority

  	
  3

  
	
  SECTION 4.2

  	
  General Duties

  	
  3

  
	
  SECTION 4.3

  	
  No Duties Except as Specified in this
  Agreement

  	
  3

  
	
  SECTION 4.4

  	
  No Action Except Under Specified Documents

  	
  3

  
	
  SECTION 4.5

  	
  Restrictions

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Concerning the VG Funding Trustee

  	
  3

  
	
  SECTION 5.1

  	
  Acceptance of Trust and Duties

  	
  3

  
	
  SECTION 5.2

  	
  Representations and Warranties

  	
  4

  
	
  SECTION 5.3

  	
  Not Acting in Individual Capacity

  	
  5

  
	
  SECTION 5.4

  	
  VG Funding Trustee Not Liable for the
  Interim Trust Loans

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI Compensation of VG Funding Trustee

  	
  5

  
	
   

  	
   

  
	
  ARTICLE VII Termination of Interim Trust Agreement

  	
  5

  
	
   

  	
   

  
	
  ARTICLE VIII Successor VG Funding Trustees

  	
  5

  
	
  SECTION 8.1

  	
  Eligibility Requirements for VG Funding
  Trustee

  	
  5

  
	
  SECTION 8.2

  	
  Resignation or Removal of VG Funding
  Trustee

  	
  6

  
	
  SECTION 8.3

  	
  Successor VG Funding Trustee

  	
  6

  
	
  SECTION 8.4

  	
  Merger or Consolidation of VG Funding
  Trustee

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Miscellaneous

  	
  7

  
	
  SECTION 9.1

  	
  Supplements and Amendments

  	
  7

  
	
  SECTION 9.2

  	
  Notices

  	
  8

  
	
  SECTION 9.3

  	
  Severability

  	
  8

  
	
  SECTION 9.4

  	
  Separate Counterparts

  	
  8

  
	
  SECTION 9.5

  	
  Successors and Assigns

  	
  8

  
	
  SECTION 9.6

  	
  Headings

  	
  8

  
	
  SECTION 9.7

  	
  Governing Law

  	
  8

  
	
   

  	
   

  	
   

  
	
  APPENDIX A 
  Definitions and Usage

  	
   

  



 


i

















 


INTERIM TRUST AGREEMENT


 


INTERIM TRUST AGREEMENT (the “Agreement”),
dated as of April 6, 2006, between VG Funding, LLC  (“VG Funding”) as the Purchaser and
subsequent Seller of certain Loans, and CHASE BANK USA, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as Interim
Trustee (the “VG Funding Trustee”).


 


WHEREAS,
VG Funding is a limited liability company established for the purpose of
purchasing Loans from subsidiaries or affiliates of SLM Corporation and selling
Loans to, among others, SLM Funding LLC (the “Depositor”) for resale to special
purpose trusts established for the purpose of financing the purchase of such
Loans;


 


WHEREAS,
on the Closing Date, VG Funding will acquire certain Loans from VG Funding I, a
Delaware statutory trust of which VG Funding is the depositor, and will
subsequently enter into a Sale Agreement with the Depositor (the “Sale
Agreements”), for the purpose of effecting the sale of such Loans to the
Depositor; and


 


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


 


NOW,
THEREFORE, VG Funding and the VG Funding Trustee hereby agree as follows:


 


ARTICLE I


 


Definitions and
Usage


 


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


 


ARTICLE II


 


Appointment of VG
Funding Trustee


 


SECTION 2.1               Appointment
of VG Funding Trustee.  VG
Funding hereby appoints the VG Funding 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 VG
Funding;


 


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


 


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Agreement and the VG Funding Sale Agreement; 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 VG Funding 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 VG
Funding, subject to the obligations of the VG Funding Trustee under the VG
Funding Sale Agreement.  Effective as of
the date hereof, the VG Funding 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 VG
Funding Trustee on behalf of and for the benefit of VG Funding.


 


ARTICLE III


 


Representations
and Warranties of Depositor


 


VG Funding hereby
represents and warrants to the VG Funding 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 VG Funding by all necessary action.


 


3.                                       This
Agreement constitutes a legal, valid and binding obligation of VG Funding
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 VG
Funding, or any indenture, agreement or other instrument to which VG Funding 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


 


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instrument (other than as contemplated by the Basic
Documents); nor violate any law or any order, rule or regulation applicable to
VG Funding of any court or of any Federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over VG Funding or its properties.


 


ARTICLE IV


 


Authority and
Duties of VG Funding Trustee


 


SECTION 4.1               General
Authority.  The VG Funding
Trustee is authorized and directed to execute and deliver the VG Funding 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
VG Funding shall approve as evidenced conclusively by the VG Funding Trustee’s
execution thereof.  The VG Funding
Trustee is also authorized and directed on behalf and for the benefit of VG
Funding to acquire and hold legal title to the Interim Trust Loans and to take
all actions required of the VG Funding Trustee pursuant to the VG Funding Sale
Agreement and this Agreement.


 


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


 


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


 


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


 


SECTION 4.5               Restrictions.  The VG Funding 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 VG
Funding Trustee


 


SECTION 5.1               Acceptance
of Trust and Duties.  The VG
Funding Trustee accepts


 


3

















 


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 VG Funding Trustee shall not be
answerable or accountable hereunder or under the VG Funding 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 VG Funding
Trustee.  In particular, but not by way
of limitation (and subject to the exceptions set forth in the preceding
sentence):


 


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


 


2.                                       No
provision of this Agreement or the VG Funding Sale Agreement shall require the VG
Funding 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 VG Funding Sale Agreement, if the VG Funding 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
VG Funding Trustee shall not be responsible for or in respect of the validity
or sufficiency of this Agreement or for the due execution hereof by VG Funding
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 VG Funding Sale Agreement.


 


SECTION 5.2               Representations
and Warranties.  The VG Funding
Trustee hereby represents and warrants to VG Funding 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 VG Funding
Sale Agreement and this Agreement.


 


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


 


4

















 


instrument to which it is a party or by which any of
its properties may be bound.


 


SECTION 5.3               Not
Acting in Individual Capacity. 
Except as provided in this Article V, in accepting the trust hereby
created, Chase Bank USA, National Association acts solely as VG Funding Trustee
hereunder and not in its individual capacity.


 


SECTION 5.4               VG
Funding Trustee Not Liable for the Interim Trust Loans.  The VG Funding Trustee makes no
representations as to the validity or sufficiency of this Agreement or the VG
Funding Sale Agreement, or of any Interim Trust Loan or related documents.  The VG Funding 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 VG Funding Trustee
of legal title to any Interim Trust Loan on behalf and for the benefit of VG
Funding; the performance or enforcement (except as expressly set forth in the VG
Funding Sale Agreement) of any Interim Trust Loan; the compliance by VG Funding
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 VG Funding
Trustee.


 


ARTICLE VI


 


Compensation of VG
Funding Trustee


 


The VG Funding Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between VG Funding and the VG
Funding Trustee, and the VG Funding Trustee shall be entitled to be reimbursed
by VG Funding, 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 VG
Funding Trustees


 


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


 


5

















 


Section, the VG Funding Trustee shall resign immediately in the manner
and with the effect specified in Section 8.2.


 


SECTION 8.2               Resignation
or Removal of VG Funding Trustee. 
The VG Funding Trustee may at any time resign and be discharged from the
trust hereby created by giving written notice thereof to VG Funding.  Upon receiving such notice of resignation, VG
Funding shall promptly appoint a successor VG Funding 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 VG Funding
Trustee and one copy to the successor VG Funding Trustee.  If no successor VG Funding Trustee shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning VG Funding Trustee may petition
any court of competent jurisdiction for the appointment of a successor VG
Funding 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 VG Funding Trustee from any obligations otherwise imposed on it
under this Agreement or the VG Funding Sale Agreement until such successor has
in fact assumed such appointment.


 


If
at any time the VG Funding 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 VG Funding, then VG Funding
may remove the VG Funding Trustee.  If VG
Funding shall remove the VG Funding Trustee under the authority of the
immediately preceding sentence, VG Funding shall promptly appoint a successor VG
Funding Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing VG Funding Trustee so removed and
one copy to the successor VG Funding Trustee together with payment of all fees
owed to the outgoing VG Funding Trustee.


 


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


 


SECTION 8.3               Successor
VG Funding Trustee.  Any
successor VG Funding Trustee appointed pursuant to Section 8.2 shall execute,
acknowledge and deliver to VG Funding and to its predecessor VG Funding Trustee
an instrument accepting such appointment under this Agreement, and thereupon
the resignation or removal of the predecessor VG Funding Trustee shall become
effective and such successor VG Funding 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 VG Funding Trustee. 
The predecessor VG Funding Trustee shall upon payment of its fees and
expenses deliver to the successor VG Funding Trustee all documents, statements,
moneys and properties held by it under this Agreement and shall assign, if
permissible, to the successor VG Funding Trustee any lender identification
number obtained from the Department with respect to the Interim Trust Loans;
and VG Funding and the predecessor VG Funding Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required for
fully


 


6

















 


and certainly vesting and confirming in the successor VG Funding
Trustee all such rights, powers, duties and obligations.


 


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


 


SECTION 8.4               Merger
or Consolidation of VG Funding Trustee. 
Any corporation into which the VG Funding 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
VG Funding Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the VG Funding 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 VG Funding 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 VG Funding and the VG Funding Trustee, with prior written
notice to the Rating Agencies, without the consent of any of the Noteholders or
the Excess Distribution Certificateholders, 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 Excess Distribution Certificateholders.


 


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


 


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


 


It
shall not be necessary for the consent of the Noteholders pursuant to this
Section to approve the particular form of any proposed amendment or consent,
but it shall be sufficient if such consent shall approve the substance
thereof.  The manner of obtaining such
consents and of


 


7

















 


evidencing the authorization of the execution thereof
shall be subject to such reasonable requirements as the VG Funding Trustee may
prescribe.


 


Prior
to the execution of any amendment to this Agreement, the VG Funding 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 VG Funding Trustee may,
but shall not be obligated to, enter into any such amendment which affects the VG
Funding 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 VG Funding Trustee shall be deemed given only upon actual receipt by the
VG Funding Trustee), if to the VG Funding Trustee, addressed to its Corporate
Trust Office; if to VG Funding, addressed to VG 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, VG
Funding and its successors and the VG Funding 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.


 


8

















 


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 Eligible

  Lender Trustee for the benefit of VG Funding, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ JOHN J. CASHIN

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John J. Cashin

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VG FUNDING, LLC,

  	
   

  
	
   

  	
  in its capacity as Purchaser and Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ MARK L. HELEEN

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark L. Heleen

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
											



 


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