EXHIBIT 4.3
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INTERIM TRUST AGREEMENT
between
VG FUNDING, LLC,
as the Seller
and
CHASE MANHATTAN 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 February 1, 2005
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TABLE OF CONTENTS
Page
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ARTICLE I Definitions and Usage.......................................................... 1
ARTICLE II Appointment of VG Funding Eligible Lender Trustee............................. 1
SECTION 2.1 Appointment of VG Funding Eligible Lender Trustee.......................... 1
SECTION 2.2 Declaration of Trust....................................................... 2
SECTION 2.3 Title to Interim Trust Loans............................................... 2
ARTICLE III Representations and Warranties of VG Funding................................. 2
ARTICLE IV Authority and Duties of VG Funding 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................................. 3
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............................ 6
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.............. 8
ARTICLE IX Miscellaneous................................................................. 8
SECTION 9.1 Supplements and Amendments................................................. 8
SECTION 9.2 Notices.................................................................... 9
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 February 1, 2005,
between VG Funding, LLC ("VG Funding") as the Purchaser and subsequent Seller of
certain Loans, and CHASE MANHATTAN 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 Initial Trust Student Loans;
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"); 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.
ARTICLE II
APPOINTMENT OF VG FUNDING ELIGIBLE LENDER TRUSTEE
SECTION 2.1 APPOINTMENT OF VG FUNDING ELIGIBLE LENDER TRUSTEE. VG
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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.
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
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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 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.
SECTION 4.4 NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS. The VG Funding
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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
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Agreement and this Agreement.
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 Manhattan 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.
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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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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
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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 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.
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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.
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, 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.
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 the Rating
Agencies and with the consent of the Noteholders evidencing not less than a
majority of the Outstanding Amount of the Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement; provided, however, that no such amendment shall reduce the
aforesaid percentage of the Outstanding Amount of the Notes required to consent
to any such amendment, without the consent of all the outstanding Noteholders.
Promptly after the execution of any such amendment or consent, the VG
Funding 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 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
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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, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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.
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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 MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Eligible Lender Trustee for the benefit
of VG Funding, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
VG FUNDING, LLC,
in its capacity as Purchaser and Seller
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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