exv4w3



 






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 November 1, 2005




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I Definitions and Usage
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II Appointment of VG Funding Eligible Lender Trustee
	 	 	2	 
	SECTION 2.1 Appointment of VG Funding Eligible Lender Trustee
	 	 	2	 
	SECTION 2.2 Declaration of Trust
	 	 	2	 
	SECTION 2.3 Title to Interim Trust Loans
	 	 	2	 
	 
	 	 	 	 
	ARTICLE III Representations and Warranties of VG Funding
	 	 	2	 
	 
	 	 	 	 
	ARTICLE IV Authority and Duties of VG Funding Eligible Lender Trustee
	 	 	3	 
	SECTION 4.1 General Authority
	 	 	3	 
	SECTION 4.2 General Duties
	 	 	3	 
	SECTION 4.3 No Duties Except as Specified in this Agreement
	 	 	3	 
	SECTION 4.4 No Action Except Under Specified Documents
	 	 	4	 
	SECTION 4.5 Restrictions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE V Concerning the VG Funding Eligible Lender Trustee
	 	 	4	 
	SECTION 5.1 Acceptance of Trust and Duties
	 	 	4	 
	SECTION 5.2 Representations and Warranties
	 	 	4	 
	SECTION 5.3 Not Acting in Individual Capacity
	 	 	5	 
	SECTION 5.4 VG Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans
	 	 	5	 
	 
	 	 	 	 
	ARTICLE VI Compensation of VG Funding Eligible Lender Trustee
	 	 	5	 
	 
	 	 	 	 
	ARTICLE VII Termination of Interim Trust Agreement
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VIII Successor VG Funding Eligible Lender Trustees
	 	 	6	 
	SECTION 8.1 Eligibility Requirements for VG Funding Eligible Lender Trustee
	 	 	6	 
	SECTION 8.2 Resignation or Removal of VG Funding Eligible Lender Trustee
	 	 	6	 
	SECTION 8.3 Successor VG Funding Eligible Lender Trustee
	 	 	7	 
	SECTION 8.4 Merger or Consolidation of VG Funding Eligible Lender Trustee
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IX Miscellaneous
	 	 	8	 
	SECTION 9.1 Supplements and Amendments
	 	 	8	 
	SECTION 9.2 Notices
	 	 	8	 
	SECTION 9.3 Severability
	 	 	9	 
	SECTION 9.4 Separate Counterparts
	 	 	9	 
	SECTION 9.5 Successors and Assigns
	 	 	9	 
	SECTION 9.6 Headings
	 	 	9	 
	SECTION 9.7 Governing Law
	 	 	9	 
	 
	 	 	 	 
	APPENDIX A Definitions and Usage
	 	 	 	 






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INTERIM TRUST AGREEMENT




     INTERIM TRUST AGREEMENT (the “Agreement”), dated as of November 1, 2005, between 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.



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     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.



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



5









 




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 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



6









 




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 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.



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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 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



8









 




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







10