EX-4.3






INTERIM TRUST AGREEMENT

between

BLUEMONT FUNDING LLC




and

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,

not in its individual capacity but solely

as Eligible Lender Trustee for the benefit of Bluemont Funding LLC

Dated as of April 15, 2010

TABLE OF CONTENTS




Page




	 	 	 
	ARTICLE IDefinitions and Usage

	 	

	ARTICLE IIAppointment of Bluemont Funding Eligible Lender Trustee

	SECTION 2.1.

SECTION 2.2.

SECTION 2.3.

	 	Appointment of Bluemont Funding Eligible Lender Trustee

Declaration of Trust

Title to Interim Trust Loans
	ARTICLE IIIRepresentations and Warranties of Bluemont Funding

	ARTICLE IVAuthority and Duties of Bluemont Funding Eligible Lender Trustee

	SECTION 4.1.

SECTION 4.2.

SECTION 4.3.

SECTION 4.4.

SECTION 4.5.

	 	General Authority

General Duties

No Duties Except as Specified in this Agreement

No Action Except Under Specified Documents

Restrictions
	ARTICLE VConcerning the Bluemont Funding Eligible Lender Trustee

	SECTION 5.1.

SECTION 5.2.

SECTION 5.3.

	 	Acceptance of Trust and Duties

Representations and Warranties

Not Acting in Individual Capacity







	 	 	 	SECTION 5.4. Bluemont Funding Eligible Lender Trustee Not Liable for the Interim Trust
Loans	 





	 	 	 
	ARTICLE VICompensation and Indemnity of Bluemont Funding Eligible Lender Trustee

	ARTICLE VIITermination of Interim Trust Agreement

	ARTICLE VIIISuccessor Bluemont Funding Eligible Lender Trustees

	SECTION 8.1.

SECTION 8.2.

SECTION 8.3.

SECTION 8.4.

ARTICLE IXMiscellaneous

SECTION 9.1.

SECTION 9.2.

SECTION 9.3.

SECTION 9.4.

SECTION 9.5.

SECTION 9.6.

SECTION 9.7.

SECTION 9.8.

SECTION 9.9.

	 	Eligibility Requirements for Bluemont Funding Eligible Lender Trustee

Resignation or Removal of Bluemont Funding Eligible Lender Trustee

Successor Bluemont Funding Eligible Lender Trustee

Merger or Consolidation of Bluemont Funding Eligible Lender Trustee



Supplements and Amendments

Notices

Severability

Separate Counterparts

Successors and Assigns

Headings

Governing Law

Force Majeure

Waiver of Jury Trial






INTERIM TRUST AGREEMENT




INTERIM TRUST AGREEMENT (the “Agreement”), dated as of April 15, 2010, between BLUEMONT
FUNDING LLC (“Bluemont Funding”) as the Purchaser and subsequent Seller of certain Loans, and THE
BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in
its individual capacity but solely as Eligible Lender Trustee (the “Bluemont Funding Eligible
Lender Trustee”).



WHEREAS, Bluemont 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, Bluemont Funding has acquired certain Loans from subsidiaries or
affiliates of SLM Corporation, and will subsequently enter into a Purchase Agreement with the
Depositor, for the purpose of effecting the sale of such Loans to the Depositor;



WHEREAS, during the Supplemental Purchase Period, Bluemont Funding may acquire Additional
Trust Student Loans from subsidiaries or affiliates of SLM Corporation and subsequently enter into
one or more Additional Purchase Agreements with the Depositor, for the purpose of effecting the
sale of such Additional Trust Student Loans (collectively, the applicable Initial Trust Student
Loans and the applicable Additional Trust Student Loans are referred to herein as the “Interim
Trust Loans”);



WHEREAS, pursuant to the terms of the Purchase Agreement with the Depositor, Bluemont Funding
may be required, under certain circumstances, to repurchase some of the Interim Trust Loans; and



WHEREAS, the 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 Bluemont Funding.



NOW, THEREFORE, Bluemont Funding and the Bluemont Funding 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 to the Indenture, dated as of
April 15, 2010 (the “Indenture”), among SLM Student Loan Trust 2010-1 (the “Trust”), The Bank of
New York Mellon Trust Company, National Association, not in its individual capacity but solely as
eligible lender trustee (the “Eligible Lender Trustee”) on behalf of the Trust, and Deutsche Bank
Trust Company Americas, not in its individual capacity but solely as indenture trustee (the
“Indenture Trustee”), as may be amended or supplemented from time to time, which also contains
rules as to usage that shall be applicable herein.



ARTICLE II




Appointment of Bluemont Funding Eligible Lender Trustee




SECTION 2.1. Appointment of Bluemont Funding Eligible Lender Trustee. Bluemont
Funding hereby appoints the Bluemont Funding 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 Bluemont Funding;






	 	b.	 	to enter into and perform its obligations as the Bluemont
Funding Eligible Lender Trustee under this Agreement and the Bluemont Funding
Purchase Agreement (including any Additional Purchase 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 Bluemont Funding 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 Bluemont Funding, subject to the obligations
of the Bluemont Funding Eligible Lender Trustee under the Bluemont Funding Purchase Agreement.
Effective as of the date hereof, the Bluemont Funding 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 Bluemont Funding Eligible Lender Trustee on behalf of and
for the benefit of Bluemont Funding.



ARTICLE III




Representations and Warranties of Bluemont Funding




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






	 	3.	 	This Agreement constitutes a legal, valid and binding
obligation of Bluemont 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 Bluemont Funding, or any indenture, agreement or other
instrument to which Bluemont 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 instrument
(other than as contemplated by the Basic Documents); nor violate any law or any
order, rule or regulation applicable to Bluemont Funding of any court or of any
Federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over Bluemont Funding or its properties.





ARTICLE IV




Authority and Duties of Bluemont Funding Eligible Lender Trustee




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



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



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



SECTION 4.4. No Action Except Under Specified Documents. The Bluemont Funding
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 Bluemont Funding Eligible Lender
Trustee pursuant to this Agreement and the Bluemont Funding Purchase Agreement.



SECTION 4.5. Restrictions. The Bluemont Funding 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 Bluemont Funding Eligible Lender Trustee




SECTION 5.1. Acceptance of Trust and Duties. The Bluemont Funding 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 Bluemont Funding Eligible Lender Trustee
shall not be answerable or accountable hereunder or under the Bluemont Funding Purchase 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 Bluemont Funding Eligible Lender Trustee. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):




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






	 	2.	 	No provision of this Agreement or the Bluemont Funding Purchase
Agreement shall require the Bluemont Funding 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 Bluemont Funding Purchase
Agreement, if the Bluemont Funding 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 Bluemont Funding 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 Bluemont 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 Bluemont Funding
Purchase Agreement.






	 	4.	 	In no event shall the Bluemont Funding Interim Eligible Lender
Trustee be responsible or liable for special, indirect, or consequential loss
or damage of any kind whatsoever irrespective of whether the Bluemont Funding
Interim Eligible Lender Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action.





SECTION 5.2. Representations and Warranties. The Bluemont Funding Eligible Lender
Trustee hereby represents and warrants to Bluemont 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 Florida, 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 Bluemont Funding Purchase Agreement and this Agreement.






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





SECTION 5.3. Not Acting in Individual Capacity. Except as provided in this Article V,
in accepting the trust hereby created, The Bank of New York Mellon Trust Company, National
Association acts solely as Bluemont Funding Eligible Lender Trustee hereunder and not in its
individual capacity.



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



ARTICLE VI




Compensation and Indemnity of Bluemont Funding Eligible Lender Trustee




(a) The Bluemont Funding Eligible Lender Trustee shall receive as compensation for its
services hereunder such fees as have been separately agreed upon before the date hereof between
Bluemont Funding and the Bluemont Funding Eligible Lender Trustee, and the Bluemont Funding
Eligible Lender Trustee shall be entitled to be reimbursed by Bluemont Funding, to the extent
provided in such separate agreement, for its other reasonable expenses hereunder.



(b) The Depositor shall cause the Administrator to indemnify the Interim Eligible Lender
Trustee in its individual capacity and any of its officers, directors, employees and agents as and
to the extent provided for in Section 4.2 of the Administration Agreement.



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 Bluemont Funding Eligible Lender Trustees




SECTION 8.1. Eligibility Requirements for Bluemont Funding Eligible Lender Trustee.
The Bluemont Funding 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 Bluemont Funding, 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 Bluemont Funding
Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Bluemont Funding 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 Bluemont Funding Eligible Lender Trustee. The
Bluemont Funding Eligible Lender Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to Bluemont Funding. Upon receiving such notice of
resignation, Bluemont Funding shall promptly appoint a successor Bluemont Funding 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 Bluemont Funding Eligible Lender
Trustee and one copy to the successor Bluemont Funding Eligible Lender Trustee. If no successor
Bluemont Funding 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 Bluemont Funding
Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a
successor Bluemont Funding 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 Bluemont Funding Eligible Lender Trustee from any obligations otherwise imposed on it
under this Agreement or the Bluemont Funding Purchase Agreement until such successor has in fact
assumed such appointment.



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



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



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



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



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



This Agreement may also be amended from time to time by Bluemont Funding and the Bluemont
Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the
Notes 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 Bluemont Funding 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 then rating the Notes.



It shall not be necessary for the consent of the Noteholders or the Excess Distribution
Certificateholder 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 Bluemont Funding Eligible Lender Trustee
may prescribe.



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



SECTION 9.8. Force Majeure. In no event shall the Bluemont Funding Eligible Lender
Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God; it being understood that the Bluemont Funding Eligible Lender
Trustee shall use reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance of its obligations as soon as practicable under the circumstances.



SECTION 9.9. WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



1



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.




THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL
ASSOCIATION, not in its individual capacity but
solely


as Eligible Lender Trustee for the benefit of
Bluemont Funding LLC




By: /S/ ERIC LINDAHL

Name: Eric Lindahl

Title: Vice President





BLUEMONT FUNDING LLC,






in its capacity as Purchaser and Seller




By: /S/ MARK D. REIN

Name: Mark D. Rein

Title: Vice President





2