EX-4.6






INTERIM TRUST AGREEMENT

between

VL 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 VL Funding LLC

Dated as of April 15, 2010

TABLE OF CONTENTS




Page




	 	 	 
	ARTICLE IDefinitions and Usage

	 	

	ARTICLE IIAppointment of VL Funding Eligible Lender Trustee

	SECTION 2.1.

SECTION 2.2.

SECTION 2.3.

	 	Appointment of VL Funding Eligible Lender Trustee

Declaration of Trust

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

	ARTICLE IVAuthority and Duties of VL 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 VL 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. VL Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans	 





	 	 	 
	ARTICLE VICompensation and Indemnity of VL Funding Eligible Lender Trustee

	ARTICLE VIITermination of Interim Trust Agreement

	ARTICLE VIIISuccessor VL 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 VL Funding Eligible Lender Trustee

Resignation or Removal of VL Funding Eligible Lender Trustee

Successor VL Funding Eligible Lender Trustee

Merger or Consolidation of VL 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 VL FUNDING LLC
(“VL 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 “VL Funding Eligible Lender Trustee”).



WHEREAS, VL 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, VL 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, VL 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, VL 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 VL Funding.



NOW, THEREFORE, VL Funding and the VL 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 VL Funding Eligible Lender Trustee




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






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



ARTICLE III




Representations and Warranties of VL Funding




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






	 	3.	 	This Agreement constitutes a legal, valid and binding
obligation of VL 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 VL Funding, or any indenture, agreement or other instrument to
which VL 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 VL Funding of any court or of any Federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over VL Funding or its properties.





ARTICLE IV




Authority and Duties of VL Funding Eligible Lender Trustee




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



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



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



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



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




SECTION 5.1. Acceptance of Trust and Duties. The VL 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 VL Funding Eligible Lender Trustee shall not
be answerable or accountable hereunder or under the VL 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
VL 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 VL Funding Eligible Lender Trustee shall not be liable for
any error of judgment made by a responsible officer of the VL Funding Eligible
Lender Trustee.






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






	 	4.	 	In no event shall the VL 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 VL 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 VL Funding Eligible Lender Trustee
hereby represents and warrants to VL 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 VL Funding Purchase Agreement and this Agreement.






	 	2.	 	It has taken all action necessary to authorize the execution
and delivery by it of the VL Funding Purchase Agreement and this Agreement, and
the VL 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 VL 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 VL 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 VL 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 VL Funding Eligible Lender Trustee hereunder and not in its individual
capacity.



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



ARTICLE VI




Compensation and Indemnity of VL Funding Eligible Lender Trustee




(a) The VL 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 VL Funding
and the VL Funding Eligible Lender Trustee, and the VL Funding Eligible Lender Trustee shall be
entitled to be reimbursed by VL 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 VL Funding Eligible Lender Trustees




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



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



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



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



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



SECTION 8.4. Merger or Consolidation of VL Funding Eligible Lender Trustee. Any
corporation into which the VL 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 VL Funding Eligible Lender Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust business of the VL
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 VL 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 VL Funding
and the VL 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 VL Funding and the VL 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 VL 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 VL Funding Eligible Lender Trustee may
prescribe.



Prior to the execution of any amendment to this Agreement, the VL 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 VL Funding Eligible Lender
Trustee may, but shall not be obligated to, enter into any such amendment which affects the VL
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 VL Funding Eligible Lender Trustee shall be deemed given only upon actual
receipt by the VL Funding Eligible Lender Trustee), if to the VL Funding Eligible Lender Trustee,
addressed to its Corporate Trust Office; if to VL Funding, addressed to VL Funding LLC, 12061 VL
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, VL Funding and its successors and the VL 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 VL 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 VL 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 VL
Funding LLC




By: /S/ ERIC LINDAHL

Name: Eric Lindahl

Title: Vice President





VL FUNDING LLC,






in its capacity as Purchaser and Seller




By: /S/ MARK D. REIN

Name: Mark D. Rein

Title: Vice President





2