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 Eligible Lender Trustee for the

benefit of VG Funding, LLC


 


 


Dated as of August 1,
2005


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I Definitions
  and Usage

  	
   

  
	
   

  	
   

  
	
  ARTICLE II Appointment
  of VG Funding Eligible Lender Trustee

  	
   

  
	
  SECTION 2.1 Appointment of VG Funding Eligible Lender Trustee

  	
   

  
	
  SECTION 2.2 Declaration of Trust

  	
   

  
	
  SECTION 2.3 Title to Interim Trust Loans

  	
   

  
	
   

  	
   

  
	
  ARTICLE III
  Representations and Warranties of VG Funding

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV
  Authority and Duties of VG Funding Eligible Lender Trustee

  	
   

  
	
  SECTION 4.1 General Authority

  	
   

  
	
  SECTION 4.2 General Duties

  	
   

  
	
  SECTION 4.3 No Duties Except as Specified in this Agreement

  	
   

  
	
  SECTION 4.4 No Action Except Under Specified Documents

  	
   

  
	
  SECTION 4.5 Restrictions

  	
   

  
	
   

  	
   

  
	
  ARTICLE V
  Concerning the VG Funding Eligible Lender Trustee

  	
   

  
	
  SECTION 5.1 Acceptance of Trust and Duties

  	
   

  
	
  SECTION 5.2 Representations and Warranties

  	
   

  
	
  SECTION 5.3 Not Acting in Individual Capacity

  	
   

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

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI
  Compensation of VG Funding Eligible Lender Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII
  Termination of Interim Trust Agreement

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII
  Successor VG Funding Eligible Lender Trustees

  	
   

  
	
  SECTION 8.1 Eligibility Requirements for VG Funding Eligible
  Lender Trustee

  	
   

  
	
  SECTION 8.2 Resignation or Removal of VG Funding Eligible Lender
  Trustee

  	
   

  
	
  SECTION 8.3 Successor VG Funding Eligible Lender Trustee

  	
   

  
	
  SECTION 8.4 Merger or Consolidation of VG Funding Eligible
  Lender Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX
  Miscellaneous

  	
   

  
	
  SECTION 9.1 Supplements and Amendments

  	
   

  
	
  SECTION 9.2 Notices

  	
   

  
	
  SECTION 9.3 Severability

  	
   

  
	
  SECTION 9.4 Separate Counterparts

  	
   

  
	
  SECTION 9.5 Successors and Assigns

  	
   

  
	
  SECTION 9.6 Headings

  	
   

  
	
  SECTION 9.7 Governing Law

  	
   

  



 


APPENDIX A  Definitions and Usage


 


i





















 


INTERIM TRUST AGREEMENT


 


INTERIM
TRUST AGREEMENT (the “Agreement”), dated as of August 1, 2005, 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 Eligible Lender Trustee (the “VG Funding Eligible Lender 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 Purchase Agreement with
the Depositor, for the purpose of effecting the sale of such Loans to the
Depositor;


 


WHEREAS, during the Supplemental Purchase Period, VG
Funding may acquire Additional Trust Student Loans from VG Funding I 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, VG 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 VG Funding.


 


NOW, THEREFORE, VG Funding and the VG 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 hereto, which also contains rules as to usage that shall be applicable
herein.


 


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ARTICLE II


 


Appointment of VG Funding Eligible Lender Trustee


 


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


 


b.                                      to
enter into and perform its obligations as the VG Funding Eligible Lender
Trustee under this Agreement and the VG 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 VG
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 VG Funding, subject to the obligations of the VG Funding
Eligible Lender Trustee under the VG Funding Purchase Agreement.  Effective as of the date hereof, the VG
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 VG Funding Eligible Lender 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 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 VG Funding by all necessary action.


 


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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 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 Eligible Lender
Trustee


 


SECTION 4.1       General
Authority.  The VG
Funding Eligible Lender Trustee is authorized and directed to execute and
deliver the VG 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 VG Funding shall approve as evidenced
conclusively by the VG Funding Eligible Lender Trustee’s execution
thereof.  The VG Funding Eligible Lender
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 Eligible Lender Trustee pursuant to the
VG Funding Purchase Agreement and this Agreement.


 


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


 


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


 


3





















 


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


 


SECTION 4.5       Restrictions.  The VG 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 VG Funding Eligible Lender Trustee


 


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


 


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


 


SECTION 5.2       Representations
and Warranties. 
The VG Funding Eligible Lender 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
Purchase 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 VG Funding Purchase Agreement and this Agreement, and the VG 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 VG 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 VG 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 VG Funding Purchase 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 VG Funding Eligible Lender Trustee hereunder and not in its
individual capacity.


 


SECTION 5.4       VG
Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans.  The VG Funding Eligible Lender Trustee makes
no representations as to the validity or sufficiency of this Agreement or the
VG Funding Purchase Agreement, or of any Interim Trust Loan or related
documents.  The VG 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 VG Funding Eligible Lender 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 Purchase
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 Eligible Lender
Trustee.


 


5





















 


ARTICLE VI


 


Compensation of VG Funding Eligible Lender Trustee


 


The VG 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 VG Funding and the VG Funding
Eligible Lender Trustee, and the VG Funding Eligible Lender 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 Eligible Lender Trustees


 


SECTION 8.1       Eligibility
Requirements for VG Funding Eligible Lender Trustee.  The VG 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 VG 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 VG Funding Eligible Lender Trustee shall cease to be eligible in accordance
with the provisions of this Section, the VG 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 VG Funding Eligible Lender Trustee.  The VG Funding Eligible Lender 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 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 VG Funding Eligible
Lender Trustee and one copy to the successor VG Funding Eligible Lender
Trustee.  If no successor VG 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 VG Funding Eligible Lender Trustee may petition any court of
competent jurisdiction for the appointment of a successor VG 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 VG Funding Eligible Lender Trustee from any obligations otherwise
imposed on it under this


 


6





















 


Agreement or the VG
Funding Purchase Agreement until such successor has in fact assumed such
appointment.


 


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


 


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


 


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


 


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


 


SECTION 8.4       Merger
or Consolidation of VG Funding Eligible Lender Trustee.  Any corporation into which the VG 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 VG Funding Eligible Lender
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the VG Funding Eligible Lender Trustee,
shall, without the execution


 


7





















 


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 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 VG Funding and the VG Funding Eligible Lender
Trustee, with prior written notice to the Rating Agencies, without the consent
of any of the Noteholders, the 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 VG Funding and the VG Funding 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 material respect, the rights or interests of
such Swap Counterparty.


 


Promptly after the execution of any such amendment or
consent, the VG 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.


 


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 VG Funding Eligible Lender Trustee may
prescribe.


 


Prior to the execution of any amendment to this
Agreement, the VG 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 VG Funding Eligible Lender Trustee may,
but shall not be obligated to, enter into any such amendment which


 


8





















 


affects the VG 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 VG Funding Eligible Lender Trustee shall be deemed given only upon
actual receipt by the VG Funding Eligible Lender Trustee), if to the VG Funding


 


Eligible Lender 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 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 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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