•

acquiring, holding and managing the trust student loans and the other assets of the trust and related proceeds;

•

issuing the notes;

•

making payments on the notes;

•

if applicable, entering into swap agreements from time to time with respect to the reset rate notes and making the required payments set forth therein;

•

entering into any potential future interest rate cap agreements at the direction of the administrator from time to time and making the payments, including any upfront payments, required thereunder; and

•

engaging in other activities that are necessary, suitable or convenient to accomplish, or are incidental to, the foregoing.

•

the pool of trust student loans, legal title to which is held by the eligible lender trustee on behalf of the trust;

•

all funds collected on trust student loans, including any special allowance payments and interest subsidy payments, on or after the applicable cutoff date;

•

all moneys and investments from time to time on deposit in the Trust Accounts;

•

if applicable, its rights under any and all swap agreements entered into from time to time with respect to the reset rate notes and the related documents;

•

if applicable, its rights under any potential future interest rate cap agreement entered into from time to time and the related documents;

•

its rights under the transfer and servicing agreements, including the right to require VG Funding (or Navient Solutions, LLC, as servicer, acting on its behalf), Navient CFC, the depositor or the servicer to repurchase trust student loans from it or to substitute student loans under certain conditions; and

•

its rights under the guarantee agreements with guarantors.

Floating Rate Class A‑1 Student Loan‑Backed Notes		$	0.00
Floating Rate Class A‑2 Student Loan‑Backed Notes			0.00
Floating Rate Class A‑3 Student Loan‑Backed Notes			0.00
Reset Rate Class A-4 Student Loan‑Backed Notes			0.00
Floating Rate Class A‑5 Student Loan‑Backed Notes			241,606,266.44
Floating Rate Class B Student Loan‑Backed Notes			16,262,465.63
Initial Equity			100.00
Total		$	257,868,832.07

•

restrictions on the nature of its business; and

•

a restriction on its ability to commence a voluntary case or proceeding under any insolvency law without the unanimous affirmative vote of all of its directors.

•

maintaining records and books of accounts separate from those of its sole member;

•

refraining from commingling its assets with the assets of its sole member; and

•

refraining from holding itself out as having agreed to pay, or being liable for, the debts of its sole member.

•

was a consolidation loan guaranteed as to principal and interest by a guaranty agency under a guarantee agreement and the guaranty agency was, in turn, reinsured by the Department of Education in accordance with the FFELP;

•

contained terms in accordance with those required by the FFELP, the guarantee agreements and other applicable requirements;

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was fully disbursed;

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was not more than 210 days past due;

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did not have a borrower who was noted in the related records of the servicer as being currently involved in a bankruptcy proceeding; and

•

had special allowance payments, if any, based on the three-month commercial paper rate or the 91-day Treasury bill rate.

Disbursement Date		Percentage Guaranteed
Prior to October 1, 1993		100%
On or after October 1, 1993 but before July 1, 2006		98%

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the origination and servicing of the trust student loan being performed in accordance with the FFELP, the Higher Education Act, the guaranty agency’s rules and other applicable requirements;

•

the timely payment to the guaranty agency of the guarantee fee payable on the trust student loan; and

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the timely submission to the guaranty agency of all required pre-claim delinquency status notifications and of the claim on the trust student loan.

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commercial banks, thrift institutions and credit unions;

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pension funds and insurance companies;

•

educational institutions;

•

various state and private nonprofit loan originating and secondary market agencies; and

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various other third parties.

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shortly after loan origination;

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while the borrowers are still in school;

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just before the loan’s conversion to repayment after borrowers graduate or otherwise leave school; or

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while the loans are in repayment.

•

its automated loan administration system called PortSS® for the lender to use prior to loan sale; or

•

its loan origination and interim servicing system called ExportSS®.

•

Great Rewards(SM).  Under the Great Rewards(SM) program, which is available for all student loans that were disbursed prior to June 30, 2002 and enter repayment after July 1993, if a borrower makes 48 consecutive scheduled payments in a timely fashion, the effective interest rate is reduced permanently by 2% per annum.

•

Great Returns(SM).  Under the Great Returns(SM) program, borrowers whose loans were disbursed prior to June 30, 2002 and who make 24 consecutive scheduled payments in a timely fashion get a reduction in principal equal to any amount over $250 that was paid as part of the borrower’s origination fee to the extent that the fee does not exceed 3% of the principal amount of the loan.

•

Direct Repay/ ACH Benefit plan.  Under the Direct Repay/ ACH Benefit plan, borrowers who make student loan payments electronically through automatic monthly deductions from a savings, checking or NOW account receive a 0.25% or 0.50% effective interest rate reduction as long as loan payments continue to be successfully deducted from the borrower’s bank account.

•

Cash Back plan.  Under the Cash Back plan, borrowers (i) whose loans are with a Company lender partner, (ii) who enroll in Manage Your Loans(SM), the servicer’s on-line account manager, (iii) who agree to receive their account information by e-mail and (iv) who make their first 33 scheduled payments on time, receive a 3.3% check or credit based upon their original loan amount.

•

Federal Student Loan Consolidation Incentive.  Borrowers with an initial consolidation loan balance of at least $10,000 who make their first 36 payments on time receive a 1.0% interest rate reduction during periods of active repayment.

•

On-Time Payment Interest Rate Reduction plan.  Under the On-Time Payment Interest Rate Reduction plan, borrowers who make their first 24 scheduled payments on time, sign-up for on-line loan management within 60 days from the first payment due date and continue to make payments on time, receive a 0.5% effective interest rate reduction.

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each student loan was free and clear of all security interests and other encumbrances and no offsets, defenses or counterclaims had been asserted or threatened;

•

the information provided about the student loans was true and correct as of the original cutoff date;

•

each student loan complied in all material respects with applicable federal and state laws and applicable restrictions imposed by the FFELP or under any guarantee agreement; and

•

each student loan was guaranteed by the applicable guarantor.

•

the shortfall, if any, between:

o

the purchase amount of the qualified substitute student loans,

o

the purchase amount of the trust student loans being replaced; plus

•

any accrued interest amounts not guaranteed by, or that are required to be refunded to, a guarantor and any interest subsidy payments or special allowance payments lost as a result of the breach.

•

the maturity or other liquidation of the last trust student loan and the disposition of any amount received upon liquidation of any remaining trust student loan, and

•

the payment to the noteholders of all amounts required to be paid to them.

•

collecting and depositing into the collection account all payments on the trust student loans, including claiming and obtaining any program payments;

•

responding to inquiries from borrowers;

•

attempting to collect delinquent payments; and

•

sending out statements and payment coupons to borrowers.

•

it will satisfy all of its obligations relating to the trust student loans, maintain in effect all qualifications required in order to service the loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on the interests of the trust;

•

it will not permit any rescission or cancellation of a trust student loan except as ordered by a court or other government authority or as consented to by the eligible lender trustee and the indenture trustee, except that it may write off any delinquent loan if the remaining balance of the borrower’s account is less than $50;

•

it will do nothing to impair the rights of the noteholders in the trust student loans; and

•

it will not reschedule, revise, defer or otherwise compromise payments due on any trust student loan except during any applicable interest only, deferment or forbearance periods or otherwise in accordance with the same standards it uses for similar student loans owned by Navient and its affiliates.

•

the shortfall, if any, between:

o

the purchase amount of the qualified substitute trust student loans;

o

the purchase amount of the trust student loans being replaced; and

•

any accrued interest amounts not guaranteed by or that are required to be refunded to a guarantor and any interest subsidy payments or special allowance payments lost as a result of a breach.

•

the successor to the servicer’s operations assumes in writing all of the obligations of the servicer;

•

the sale or transfer and the assumption comply with the requirements of the servicing agreement; and

•

the rating agencies confirm that this will not result in a downgrading or a withdrawal of the ratings then applicable to the notes.

•

its obligation to purchase trust student loans from the trust as required by the servicing agreement or to pay to the trust the amount of any program payment which a guarantor or the Department of Education refuses to pay, or requires the trust to refund, as a result of the servicer’s actions; or

•

any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the servicer’s duties or because of reckless disregard of its obligations and duties.

•

any failure by the servicer to deposit in the Trust Accounts any required payment that continues for five Business Days after the servicer receives written notice of such failure from the indenture trustee or the eligible lender trustee;

•

any failure by the servicer to observe or perform in any material respect any other term, covenant or agreement in the servicing agreement that materially and adversely affects the rights of noteholders and continues for 60 days after written notice of such failure is given (1) to the servicer by the indenture trustee, the eligible lender trustee, or the administrator or (2) to the servicer, the indenture trustee and the eligible lender trustee, by holders of 50% or more of the notes;

•

the occurrence of an insolvency event involving the servicer;

•

any failure by the servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a FFELP loan servicer; or

•

any failure by the servicer to deliver any particular information, report, certification or accountants’ letter when and as required by specified sections of the servicing agreement, which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered.

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directing the indenture trustee to make the required distributions from the Trust Accounts on each monthly servicing payment date and each distribution date;

•

preparing, based on periodic data received from the servicer, and providing quarterly and annual distribution statements to the eligible lender trustee, and the indenture trustee and any related U.S. federal income tax reporting information; and

•

providing the notices and performing other administrative obligations required by the indenture, the trust agreement and the sale agreement.

•

the sub-administrator assumes in writing all of the obligations of the administrator that are sub-contracted;

•

the sub-administrator covenants to comply with the requirements of the administration agreement; and

•

the rating agencies confirm that this will not result in a downgrading or a withdrawal of the ratings then applicable to the notes.

•

any failure by the administrator to deliver to the indenture trustee for deposit any required payment by the Business Day preceding any monthly servicing payment date or distribution date, if the failure continues for five Business Days after notice or discovery;

•

any failure by the administrator to direct the indenture trustee to make any required distributions from any of the Trust Accounts on any monthly servicing payment date or any distribution date, if the failure continues for five Business Days after notice or discovery;

•

any failure by the administrator to observe or perform in any material respect any other term, covenant or agreement in the administration agreement or a related agreement that materially and adversely affects the rights of noteholders and continues for 60 days after written notice of the failure is given:

o

to the administrator by the indenture eligible lender trustee, or

o

to the administrator, the indenture trustee or the eligible lender trustee, as applicable, by holders of 50% or more of the notes; or

•

the occurrence of an insolvency event involving the administrator.

•

the amount of principal distributions for each class of notes;

•

the amount of interest distributions for each class of notes and the applicable interest rates;

•

the Pool Balance at the beginning and at the end of the preceding collection period;

•

the outstanding principal balance and the note pool factor for each class of notes for that distribution date;

•

the servicing fees, the administration fees and the amount of any carryover servicing fees for that collection period;

•

the interest rates, if available, for the next period for each class of notes or the website where those rates may be found;

•

the amount of any aggregate Realized Losses on the trust student loans for that collection period;

•

the amount of any note interest shortfall and note principal shortfall, if applicable, for each class of notes, and any changes in these amounts from the preceding statement;

•

the amount of any note interest carryover, if applicable, for each class of notes, and any changes in these amounts from the preceding statement;

•

the aggregate purchase amounts for any trust student loans repurchased by the depositor, the servicer or the sellers from the trust in that collection period;

•

the balance of trust student loans that are delinquent in each delinquency period as of the end of that collection period;

•

the balance of any reserve account after giving effect to changes in the balance on that distribution date;

•

to the extent applicable, any amount drawn upon from any reserve account with respect to such distribution date;

•

any applicable triggers or asset tests are then in effect;

•

if applicable, the amount of trust student loans added during the supplemental purchase period and the amount of any required repurchases or substitutions of trust student loans, to the extent material, and the balance of any Trust Accounts as of both the prior and current distribution dates; and

•

amounts distributed to the holder of the excess distribution certificate and the uses of Available Funds to the extent not otherwise set forth above.

•

borrower default, death, disability or bankruptcy;

•

the closing of the borrower’s school;

•

the school’s false certification of borrower eligibility;

•

liquidation of the student loan or collection of the related guarantee payments; and

•

purchase of a student loan by the depositor or the servicer.

•

the original denomination of your note; and

•

the applicable pool factor.

•

the administrator advises the indenture trustee in writing that DTC is not willing or able to discharge its responsibilities as depository for the reset rate notes and the administrator is unable to locate a successor;

•

the administrator, at its option, elects to terminate the book-entry system through DTC; or

•

after the occurrence of an event of default, a servicer default or an administrator default, investors holding a majority of the outstanding principal balance of the reset rate notes, advise the trustee through DTC in writing that the continuation of a book-entry system through DTC or a successor is no longer in the best interest of the holders of these reset rate notes.

•

the outstanding principal balance of the trust student loans plus

•

any accrued but unpaid interest on the trust student loans as of the last day of the related collection period plus

•

the balance of the reserve account on the distribution date following those distributions made under clauses (a) through (f) under “—Distributions—Distributions from the Collection Account” below minus

•

the Specified Reserve Account Balance and the Supplemental Interest Account Deposit Amount for that distribution date, or

•

if the class A-5 notes are denominated in U.S. Dollars, a 360-day year consisting of twelve 30-day months; or

•

if the class A-5 notes are denominated in a currency other than U.S. Dollars, generally, the Actual/Actual (ISMA) accrual method as described in “—Determination of Indices” below or another day-count convention as set forth on the related Remarketing Terms Determination Date.

•

the remarketing agent, in consultation with the administrator, with respect to the length of the reset period, the applicable currency (U.S. Dollars, Euros, Pounds Sterling or another currency), whether the interest rate is fixed or floating and, if floating, the applicable interest rate index, the day-count convention, the applicable interest rate determination dates, the interval between interest rate change dates during each accrual period, whether the class A-5 notes will be structured to amortize periodically or to receive a payment of principal only at the end of the reset period, and the related All Hold Rate (if applicable); and

•

the remarketing agent with respect to the determination of the applicable fixed rate of interest or Spread to the chosen interest rate index, as applicable.

•

at a floating interest rate, in which case the class A-5 notes are said to be in floating rate mode, or

•

at a fixed interest rate, in which case the class A-5 notes are said to be in fixed rate mode,

•

the weighted average life of the class A-5 notes under several assumed prepayment scenarios;

•

the name and contact information of the remarketing agent;

•

the next reset date and reset period;

•

the applicable minimum denomination and additional increments;

•

the interest rate mode (i.e., fixed rate or floating rate);

•

the applicable currency;

•

if in foreign exchange mode, the identities of the Eligible Swap Counterparties from which bids will be solicited;

•

if in foreign exchange mode, the applicable distribution dates on which interest and principal will be paid to the reset rate noteholders, if other than quarterly;

•

whether the class A-5 notes will be structured to amortize periodically or to receive a payment of principal only at the end of the related reset period (as will be the case, generally, but not exclusively, whenever the class A-5 notes bear a fixed rate of interest);

•

if in floating rate mode, the applicable interest rate index;

•

if in floating rate mode, the interval between interest rate change dates;

•

if in floating rate mode, the applicable interest rate determination date;

•

if in fixed rate mode, the applicable fixed rate pricing benchmark;

•

if in fixed rate mode, the identities of the Eligible Swap Counterparties from which bids will be solicited;

•

if in floating rate mode, whether there will be a swap agreement and if so the identities of the Eligible Swap Counterparties from which bids will be solicited;

•

the applicable interest rate day-count basis; and

•

the related All Hold Rate, if applicable.