|
|
333- 103545/
|
|
|
(State or other jurisdiction of formation)
|
(Commission File Numbers)
|
(I.R.S. Employer Identification Number)
|
|
c/o Deutsche Bank Trust Company Americas
|
||
|
(Address of principal executive offices)
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Title of each class
|
Trading
symbol(s)
|
Name of each exchange on which
registered
|
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
| Item 8.01 |
Other Events
|
| Item 9.01 |
Financial Statements, Pro Forma Financial Statements and Exhibits
|
|
(a)
|
Not applicable
|
|
(b)
|
Not applicable
|
|
(c)
|
Not applicable
|
|
(d)
|
Exhibits
|
|
99.1
|
Remarketing Memorandum for SLM Student Loan Trust 2005-5 dated as of January 13, 2026.
|
|
SLM STUDENT LOAN TRUST 2005-5
|
|
|
By: NAVIENT SOLUTIONS, LLC, in its capacity as administrator of the Trust
|
|
|
Dated: January 13, 2026
|
By:
|
/s/ Mai Le-Cao |
|
Name:
|
Mai Le-Cao | |
|
Title:
|
Managing Director |
|
Exhibit
Number |
Description |
|
Remarketing Memorandum for SLM Student Loan Trust 2005-5 dated January 13, 2026.
|
|
Class
|
Outstanding Principal
Amount
|
Interest Rate
|
Price
|
Next Reset Date
|
Legal Maturity Date
|
|||||
|
Class A-5 Notes
|
$234,451,191.58
|
SOFR Rate
plus %
|
100%
|
April 27, 2026
|
October 25, 2040
|
|
Original principal amount
|
$350,000,000
|
|
Current outstanding principal balance
|
$234,451,191.58
|
|
Principal amount being remarketed
|
$234,451,191.58(1)
|
|
Remarketing Terms Determination Date
|
January 13, 2026
|
|
Notice Date(2)
|
January 15, 2026
|
|
Spread Determination Date(3)
|
On or before January 21, 2026
|
|
Current Reset Date
|
January 26, 2026
|
|
All Hold Rate
|
SOFR Rate plus 0.75%
|
|
Next applicable reset date
|
April 27, 2026
|
|
Interest rate mode
|
Floating
|
|
Index
|
SOFR Rate(4)
|
|
Spread(5)
|
Plus %
|
|
Day-count basis
|
Actual/360
|
|
Weighted average remaining life
|
(6)
|
| (1) |
Subject to the receipt of timely delivered Hold Notices.
|
| (2) |
Unless an existing class A-5 noteholder submits a Hold Notice to the remarketing agent prior to 12:00 p.m. (noon), New York City time, on the Notice Date, such notes will be irrevocably deemed to
have been tendered for remarketing.
|
| (3) |
The applicable Spread may be determined at any time after 12:00 p.m. (noon), New York City time, on the Notice Date but not later than 3:00 p.m., New York City time, on January 21, 2026.
|
| (4) |
The “SOFR Rate” will be a per annum rate equal to 90-day Average SOFR for such reset period plus a tenor spread adjustment equal to 0.26161% per annum. The SOFR Rate will be reset on each reset
date in accordance with the procedures set forth under “Description of the Notes—Determination of Indices—SOFR” in this free-writing prospectus.
|
| (5) |
To be determined on the spread determination date.
|
| (6) |
The projected weighted average remaining life to the April 27, 2026 reset date of the class A-5 notes (and assuming a successful remarketing of such notes on the current reset date) under various
usual and customary prepayment scenarios is approximately 0.25 years. More information may be found under “Prepayments, Extensions, Weighted Average Remaining Life and
Expected Maturity of the Class A-5 Notes” to be included as Exhibit I to the final remarketing free-writing prospectus to be distributed to potential investors on or prior to the spread determination date.
|


|
REMARKETING TERMS SUMMARY
|
i
|
|
INTRODUCTION
|
ii
|
|
NOTICES TO INVESTORS
|
vii
|
|
SUMMARY OF NOTE TERMS
|
1
|
|
RISK FACTORS
|
21
|
|
DEFINED TERMS
|
51
|
|
THE TRUST
|
51
|
|
USE OF PROCEEDS
|
56
|
|
AFFILIATIONS AND RELATIONS
|
56
|
|
THE DEPOSITOR
|
57
|
|
NAVIENT CORPORATION
|
58
|
|
THE SPONSOR, SERVICER, ADMINISTRATOR AND SUBSERVICERS
|
59
|
|
THE SELLERS
|
62
|
|
THE TRUST STUDENT LOAN POOL
|
63
|
|
THE COMPANIES’ STUDENT LOAN FINANCING BUSINESS
|
67
|
|
TRANSFER AGREEMENTS
|
72
|
|
SERVICING AND ADMINISTRATION
|
75
|
|
TRADING INFORMATION
|
85
|
|
DESCRIPTION OF THE NOTES
|
87
|
|
INDENTURE
|
125
|
|
CERTAIN LEGAL ASPECTS OF THE STUDENT LOANS
|
130
|
|
STATIC POOLS
|
135
|
|
PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE REMAINING LIFE AND EXPECTED MATURITY OF THE CLASS A-5 NOTES
|
136
|
|
RECENT DEVELOPMENTS
|
137
|
|
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
|
137
|
|
STATE AND LOCAL TAX CONSEQUENCES
|
146
|
|
ERISA CONSIDERATIONS
|
146
|
|
ACCOUNTING CONSIDERATIONS
|
149
|
|
REPORTS TO NOTEHOLDERS
|
149
|
|
REMARKETING
|
150
|
|
NOTICES TO INVESTORS
|
151
|
|
LISTING INFORMATION
|
152
|
|
DEPOSITOR AFFIRMATIONS
|
153
|
|
CERTAIN INVESTMENT COMPANY ACT CONSIDERATIONS
|
154
|
|
RATINGS
|
154
|
|
LEGAL PROCEEDINGS
|
155
|
|
LEGAL MATTERS
|
157
|
|
GLOSSARY
|
157
|
|
ANNEX A:
|
The Trust Student Loan Pool as of November 30, 2025
|
|
APPENDIX A:
|
Federal Family Education Loan Program
|
|
APPENDIX B:
|
Global Clearance, Settlement and Tax Documentation Procedures
|
|
EXHIBIT I:
|
Prepayments, Extensions, Weighted Average Remaining Life and Expected Maturity of the Class A-5 Notes
|
|
|
|
|
| • |
the remarketing agent, in consultation with the administrator, cannot determine the applicable required reset terms on or before the remarketing terms determination date;
|
| • |
the remarketing agent cannot establish the required spread on the spread determination date;
|
| • |
the remarketing agent is unable to remarket some or all of the tendered reset rate notes at the spread set by the remarketing agent, or one or more committed purchasers default on their
purchase obligations and the remarketing agent chooses not to purchase such reset rate notes itself;
|
| • |
any rating agency then rating the notes has not confirmed or upgraded its then-current rating of any class of notes, if such confirmation is required; or
|
| • |
certain other conditions specified in the remarketing agreement are not satisfied.
|
| • |
all holders of the class A-5 notes will retain their notes, including in all deemed mandatory tender situations;
|
| • |
the related interest rate for the class A-5 notes will be reset to a failed remarketing rate of the SOFR Rate plus 0.75% per annum; and
|
|
|
| • |
the related reset period will be set at three months.
|
|
|
| • |
Class A-1 Student Loan-Backed Notes in the original principal amount of $672,000,000, none of which remain outstanding;
|
| • |
Class A-2 Student Loan-Backed Notes in the original principal amount of $420,000,000, none of which remain outstanding;
|
| • |
Class A-3 Student Loan-Backed Notes in the original principal amount of $420,000,000, none of which remain outstanding; and
|
| • |
Class A-4 Student Loan-Backed Notes in the original principal amount of $361,844,000, none of which remain outstanding.
|
| • |
Class B Student Loan-Backed Notes in the original principal amount of $68,779,000, and currently outstanding in the amount of $15,780,859.09.
|
| • |
the floating rate class A notes and the reset rate notes collectively as the class A notes;
|
| • |
the floating rate class A notes and the class B notes as the floating rate notes; and
|
| • |
the floating rate notes and the reset rate notes as the notes.
|
|
Class
|
Spread
|
|
|
Class B
|
plus 0.25%
|
|
|
| • |
first, the class A noteholders’ principal
distribution amount, to the class A-5 notes until their principal balance is reduced to zero; provided, that either (a) if the class A-5 notes are then denominated in a currency other than U.S. Dollars, any payments due to the
reset rate noteholders will be made to the currency swap counterparty or (b) if the class A-5 notes are then structured not to receive a payment of principal until the end of the related reset period, any payments due to the
reset rate noteholders will be allocated to the accumulation account; and
|
| • |
second, on each distribution date on and after
the stepdown date, and provided that no trigger event is in effect on such distribution date, the class B noteholders’ principal distribution amount, to the class B notes, until their principal balance is reduced to zero.
|
|
|
|
Class
|
Maturity Date
|
|
|
Class A-5
|
October 25, 2040
|
|
|
Class B
|
October 25, 2040
|
| • |
there are prepayments on the trust student loans;
|
| • |
the servicer exercises its option to purchase all remaining trust student loans, which will not occur until the first distribution date on which the pool balance is 10% or less of the
initial pool balance; or
|
| • |
the indenture trustee auctions all remaining trust student loans, which absent an event of default under the indenture, will not occur until the first distribution date on which the pool
balance is 10% or less of the initial pool balance.
|
|
|
|
|
| • |
the trust student loans;
|
| • |
collections and other payments on the trust student loans;
|
| • |
funds it currently holds or will hold from time to time in its trust accounts, including a collection account; a reserve account; an accumulation account; a supplemental interest account;
an investment reserve account; an investment premium purchase account; a remarketing fee account; and if the class A-5 notes are denominated in a currency other than U.S. Dollars, a currency account;
|
| • |
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 loans under certain conditions;
|
| • |
its rights under any swap agreement or potential future interest rate cap agreement, as applicable; and
|
| • |
its rights under the guarantee agreements with guarantors.
|
|
|
|
|
| • |
on the related maturity date for each class of class A notes and upon termination of the trust, to cover shortfalls in payments of the class A noteholders’ principal and accrued interest
to the related class of notes; and
|
| • |
on the class B maturity date and upon termination of the trust, to cover shortfalls in payments of the class B noteholders’ principal and accrued interest, any carryover servicing fees,
any remaining swap termination payments and remarketing fees and expenses.
|
| • |
if the class A-5 notes are then denominated in U.S. Dollars, on the next reset date, to the reset rate noteholders, after all other required distributions have been made on that reset
date; or
|
| • |
if the class A-5 notes are then denominated in a currency other than U.S. Dollars, on or about the next reset date, to the currency swap counterparty or counterparties, which will in turn
pay the applicable currency equivalent of those amounts to the trust, for payment to the reset rate noteholders on the second business day following the related reset date, after all other required distributions have been made on
that reset date.
|
|
|
|
|
|
|
| • |
the amount of specified increases in the costs incurred by the servicer;
|
|
|
| • |
the amount of specified conversion, transfer and removal fees;
|
| • |
any amounts described in the first two bullets that remain unpaid from prior distribution dates; and
|
| • |
interest on any unpaid amounts.
|
| • |
the maturity or other liquidation of the last trust student loan and the disposition of any amount received upon its liquidation; and
|
| • |
the payment of all amounts required to be paid to the noteholders.
|
| • |
pay to noteholders the interest payable on the related distribution date; and
|
| • |
reduce the outstanding principal amount of each class of notes then outstanding on the related distribution date to zero, taking into account all amounts then on deposit in the
accumulation account.
|
| • |
are then structured not to receive a payment of principal until the end of the related reset period, the outstanding principal balance of the class A-5 notes will be deemed to have been
reduced by any amounts on deposit, exclusive of any investment earnings, in the accumulation account; and/or
|
| • |
are then denominated in a non-U.S. Dollar currency, the U.S. Dollar equivalent of the then-outstanding principal balance of the class A-5 notes will be determined based upon the exchange
rate provided for in the currency swap agreement or agreements.
|
|
|
| • |
Special tax counsel to the trust is of the opinion that the class A-5 notes will be characterized as debt for U.S. federal income tax purposes.
|
| • |
Special tax counsel to the trust is of the opinion that the trust will not be characterized as an association taxable as a corporation or a publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes.
|
|
|
| • |
Delaware tax counsel for the trust is of the opinion that the same characterizations will apply for Delaware state income tax purposes as for U.S. federal income tax purposes and
noteholders who were not otherwise subject to Delaware taxation on income would not become subject to Delaware tax as a result of their ownership of notes.
|
| • |
an exemption from the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of
1986, as amended, applies, so that the purchase or holding of the class A-5 notes will not result in a non-exempt prohibited transaction; and
|
| • |
the purchase or holding of the class A-5 notes will not cause a non-exempt violation of any substantially similar federal, state, local or foreign laws.
|
| • |
class A-5 notes: “AA+sf” by Fitch, “Baa1 (sf)”
by Moody’s and “AA+ (sf)” by S&P.
|
| • |
class B notes: “Asf” by Fitch, “Baa1 (sf)” by
Moody’s and “AA (sf)” by S&P.
|
|
|
|
CUSIP Number
|
78442G PR 1
|
|
International Securities Identification Number (ISIN)
|
US78442GPR10
|
|
European Common Code
|
022343688
|
|
|
|
General Risks
|
|||
|
Federal Financial Regulatory Legislation Or Economic Relief Legislation Could Have An Adverse Effect On Navient Corporation, Navient Solutions, LLC, The
Servicer, The Administrator, The Depositor, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes
|
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) has resulted in significant new regulation in key areas of the business of Navient Corporation (formerly known as SLM Corporation), the direct parent of Navient Solutions, LLC and the indirect parent of Navient
Funding, LLC, and its affiliates and the markets in which Navient Corporation, the sponsor and their affiliates operate. Pursuant to the Dodd-Frank Act, Navient Corporation and many
of its subsidiaries are subject to regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”). The CFPB has substantial power to define the rights of consumers and the responsibilities of certain institutions,
including Navient Corporation, the sponsor and their affiliates, in connection with their education loan origination and servicing businesses. In addition, the CFPB has the authority to bring enforcement actions against student lenders
and student loan servicers for violations of federal consumer protection regulations and with respect to acts or practices that the CFPB determines to be unfair, deceptive or abusive. In one
action brought by the CFPB in December 2021, the U.S. District Court for the District of Delaware held that a securitization trust is a “covered person” under the Dodd-Frank Act because it engages in the servicing of loans, even if
through servicers and subservicers. The U.S. Court of Appeals for the Third Circuit affirmed the district court, holding that the defendant trusts are “covered persons” under the Dodd-Frank Act and subject to the CFPB’s enforcement
authority. However, a proposed settlement order was never entered by the district court, and the CFPB and the trusts filed a joint stipulation of voluntary dismissal of the case, which was dismissed with prejudice by the district court
in April 2025.
|
|
In addition, the CFPB filed a separate complaint in May 2024 against the National Collegiate Student Loan Trusts (“NCSL Trusts”), as well as the Pennsylvania
Higher Education Assistance Agency (“PHEAA”), the primary student loan servicer for active student loans held by the NCSL Trusts, as part of a settlement with the NCSL Trusts and PHEAA. The CFPB alleged that the defendants failed to respond
to borrower requests, failed to provide accurate information to borrowers and incorrectly denied forbearance requests. The CFPB also filed proposed final judgments, to which the NCSL Trusts and PHEAA agreed, that, once entered by the
court, would have required the NCSL Trusts and PHEAA to pay $400,000 and $1.75 million in civil penalties, respectively; to pay an additional $3 million in redress to affected borrowers, to be allocated by agreement between PHEAA and the
NCSL Trusts; and to correct outstanding requests by borrowers. The proposed orders would have also required the NCSL Trusts to modify their servicing guidelines to address the CFPB’s allegations. Following intervention by a third party
and various procedural motions, the parties ultimately agreed to the terms of a proposed settlement conditioned on the district court partially vacating or modifying the stipulated judgments previously entered by the district court. The
settlement was approved and all appeals dismissed with prejudice in January 2026, providing a final resolution to the matter.
The CFPB and state attorneys general, who have the independent authority to enforce the Dodd-Frank Act, may rely on these decisions as precedent in
investigating and bringing enforcement actions against other securitization issuers, such as the trust, in the future.
It is likely that operational expenses of Navient Corporation, the sponsor or their affiliates will increase if new or additional compliance requirements under
the Dodd-Frank Act are imposed on their operations, and their competitiveness could be significantly affected if they are subjected to supervision and regulatory standards not otherwise applicable to their competitors.
In the recent past, various borrower relief and debt forgiveness programs have been enacted by legislation and executive orders, including the Coronavirus
Aid, Relief, and Economic Security Act. While these programs have only applied to federal loans, there is no assurance that future financial regulatory legislation or economic relief legislation will not directly or indirectly affect the
trust student loans, or otherwise affect the servicer’s business.
|
|||
|
There Is Uncertainty As To How The Actions Of The Consumer Financial Protection Bureau And Other Governmental Authorities Could Impact The Sponsor’s Business
|
The CFPB has broad authority over the businesses in which the sponsor engages. This includes authority to write regulations under federal consumer financial
protection laws, such as the Truth in Lending Act and the Equal Credit Opportunity Act, and to enforce those laws against large depository institutions and certain non-depository institutions, and to examine large depository institutions
and certain non-depository institutions for compliance. Each of these laws may also be enforced by the FTC. And while the CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory
and enforcement authority, the FTC has the ability to prevent “unfair or deceptive acts or practices” through its enforcement authority.
|
|
To assist in its enforcement, both the CFPB and the FTC maintain online complaint systems that allow consumers to log complaints with respect to various
consumer finance products. This system could inform future CFPB and FTC decisions with respect to its regulatory, enforcement or examination focus.
The sponsor is subject to the CFPB’s jurisdiction, including its enforcement authority, as an originator of consumer credit, and participates in its online
complaint system. The CFPB may therefore request reports concerning the sponsor’s organization, business conduct, markets and activities. The CFPB may also conduct on-site examinations of the sponsor’s business on a periodic basis if the
CFPB were to determine—based on, for example, consumer complaints, judicial opinions, or administrative decisions—that the sponsor was engaging in activities that pose risks to consumers.
Actions by the CFPB or other regulators or governmental authorities against the sponsor that suggest to consumers the desirability of other loan products or
services could result in reputational harm and a loss of borrowers or investors. The sponsor’s compliance costs and litigation exposure could increase materially if the CFPB or other regulators or governmental authorities enact new
regulations, change regulations that were previously adopted, modify, through supervision or enforcement, past regulatory guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted.
Other continued legal challenges to the scope of the CFPB and its structure could create uncertainty in the general regulatory environment.
|
|||
|
The Bankruptcy Of The Depositor, Navient CFC Or Any Other Seller Could Delay Or Reduce Payments On Your Notes
|
We have taken steps to assure that the voluntary or involuntary application for relief by the depositor, Navient CFC, which is the sole member of the
depositor, or any other applicable seller under the United States Bankruptcy Code or other insolvency laws will not result in consolidation of the assets and liabilities of the trust with those of the depositor, Navient CFC and the other
sellers. However, we cannot guarantee that the activities of the depositor, the sellers, the sponsor or the trust will not result in a court concluding that the trust’s assets and liabilities should be consolidated with those of the
depositor, Navient CFC or any other seller in a proceeding under any insolvency law. If a court were to reach this conclusion or a filing were made under any insolvency law by or against us, or if an attempt were made to litigate this
issue, then delays in distributions on the notes or reductions in these amounts could result.
|
|
Navient CFC, the other sellers of the student loans and the depositor intend that each transfer of student loans to the trust will constitute a true sale. If
such transfer constitutes a true sale, the student loans and their proceeds would no longer be considered property of the depositor, Navient CFC or the other sellers should any such seller become subject to an insolvency law.
If the depositor, Navient CFC or any other seller were to become subject to an insolvency law, and a creditor, a trustee-in-bankruptcy or the seller itself
were to take the position that the sale of student loans from the related seller to the depositor should instead be treated as a pledge of the student loans to secure a borrowing of that seller, delays in payments on the notes could occur.
In addition, if the court ruled in favor of this position, reductions in the amount of payments on the notes could result.
|
|||
|
The Bankruptcy Of The Servicer Or A Subservicer Could
Delay The Appointment Of A Successor Servicer Or
Subservicer Or Reduce Payments On Your Notes
|
In the event of a default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer or a subservicer, a court conservator, receiver
or liquidator (including the FDIC) may have the power to prevent any of the servicer, the trust, the indenture trustee or the noteholders, as applicable, from appointing a successor servicer or prevent the servicer from appointing a
successor subservicer or servicing the trust student loans itself, as the case may be, and delays in the collection of payments on the trust student loans may occur. It may also be difficult to find a third party to act as successor
servicer or subservicer, and the trust may have to increase the servicing fee in order to obtain such successor servicer or subservicer. Any resulting delay in the collection of payments on the affected trust student loans may delay or
reduce payments to noteholders. In addition, in the event of an insolvency or a bankruptcy of the servicer or a subservicer, a court, conservator, receiver or liquidator may permit the servicer or a subservicer, as applicable, to assign its
rights and obligations as servicer to a third party without complying with the provisions of the transaction documents.
|
|
The Securitization Conflicts Of Interest Rule May Affect Securitization Participants
|
On November 27, 2023, the SEC issued Rule 192 pursuant to Section 27B of the Securities Act (the “Securitization Conflicts of Interest Rule”) for the purpose
of implementing a prohibition against a securitization participant with respect to an asset-backed security from directly or indirectly entering into a transaction that would involve or result in a material conflict of interest with any
investor in such asset-backed security, subject to exceptions for risk-mitigating hedging activities, liquidity commitments and bona-fide market making activities. The Securitization Conflicts of Interest Rule became effective on February
5, 2024, and securitization participants are required to comply with the Securitization Conflicts of Interest Rule with respect to any asset-backed security, the first closing of the sale of which occurs on or after June 9, 2025. Under the
Securitization Conflicts of Interest Rule, a “securitization participant” is an underwriter, placement agent, initial purchaser or sponsor of an asset-backed security or certain affiliates or subsidiaries of any such party. Additionally,
the Securitization Conflicts of Interest Rule includes an “anti-evasion” provision that prohibits a securitization participant from engaging in any transaction or a series of related transactions that, although in technical compliance with
one of the exceptions to the rule, is part of a plan or scheme to evade the prohibitions of the rule.
There remains uncertainty regarding how the Securitization Conflicts of Interest Rule will be applied, including what penalties may result
from non-compliance. To the extent that a securitization participant violates the rule, then the resulting penalties and reputational harm may materially and adversely affect the liquidity and value of the remarketing notes and the
securitization participant’s ability to fulfill its contractual obligations under the transaction documents.
|
||
|
Risks Related To The Notes
|
|||
|
Because The Notes May Not Provide Regular Or Predictable Payments, You May Not Receive The Return On Your Investment That You Expected
|
The notes may not provide a regular or predictable schedule of payments or payment on any specific date. Accordingly, you may not receive the return on your investment that you
expected.
|
|
The Notes Are Not Suitable Investments For All Investors
|
The class A-5 notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to
analyze the prepayment, reinvestment, default and market risk, and tax consequences of such an investment, as well as the interaction of these factors. You should not purchase the class A-5 notes unless you understand the structural,
prepayment, credit, liquidity and market risks associated with the class A-5 notes, the regulatory and enforcement risks relating to the trust student loans, the tax consequences of an investment in the class A-5 notes and the interaction
of the foregoing factors. The interaction of the factors described in this free-writing prospectus and other factors that may affect the class A-5 notes and their combined effects on the class A-5 notes are not possible to predict with
meaningful certainty and are likely to change from time to time. As a result, an investment in the class A-5 notes involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with
substantial investment experience with similar types of securities and who have conducted an appropriate analysis of the class A-5 notes. Prospective investors must be able to bear the risk of loss (including total loss) on their
investment in the class A-5 notes.
|
||
|
Illiquid Market Conditions May Occur From Time To Time
|
From time to time, the secondary market for your class A‑5 notes may be adversely affected by a deterioration of general economic conditions, periods of
general market illiquidity or by events in the global financial markets in general or in the securitization market in particular. See “Risk Factors —Current General Economic
Conditions, Or A Further Deterioration of Economic Conditions, May Increase the Risk of Loss on Your Investment” in this free-writing prospectus. For example, the failures of Silicon Valley Bank, Signature Bank, First Republic
Bank and Republic First Bank dba Republic Bank and the intervention of the Swiss National Bank resulting in the acquisition of Credit Suisse AG by UBS Group AG have resulted in significant concern regarding the health of other banking
institutions and the ability of such institutions to withstand the economic conditions posed by rapidly increasing interest rates including a decline in value of securities and loan portfolios. It is unclear what impact such bank failures
will have, for how long any associated impact may last and whether there will be additional bank failures, and as a result the liquidity and market value of the notes may be adversely affected.
Additionally, on August 1, 2023, Fitch Ratings, Inc. downgraded the U.S. government’s credit rating from AAA to AA+, citing rising debt at the federal, state,
and local levels and a steady deterioration in standards of governance (including debt ceiling negotiations that threatened the government’s ability to pay its bills). It is unclear what impact such downgrade will have, for how long any
associated impact may last and whether there will be additional downgrades, and as a result the liquidity and market value of the notes may be adversely affected.
Accordingly, you may not be able to sell your class A‑5 notes when you want to do so or you may be unable to obtain the price that you wish to receive for your
class A‑5 notes and, as a result, you may suffer a loss on your investment.
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To the extent of a failure of a bank at which the collection account, the trust accounts or any other account under the transaction documents is maintained, such failure could
result in a delay or failure by noteholders to receive the funds held in such accounts and, unless such accounts are held as trust accounts or the FDIC applies its systemic risk exception, only $250,000 in any such account would be
federally insured. Although it is not clear at this time what impact such bank failures, any further bank failures or any receiverships, acquisitions or government seizures of banks or other financial institutions will have and for how
long any associated impact may last, the liquidity and market value of the notes may be adversely affected and investors may not be able to sell their Notes following the closing date.
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The Appointment Of A New Subservicer Could Result In Temporary Disruptions In Normal Servicing Activities During The Transition
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As discussed in “—The Sponsor, Servicer, Administrator and Subservicers”,
Navient Solutions appointed MOHELA as a subservicer to perform substantially all of the loan servicing functions of Navient Solutions as servicer. Navient Solutions remains the named servicer under the servicing agreement, and the
appointment of MOHELA as a subservicer does not relieve Navient Solutions of its liability under the servicing agreement. Although MOHELA is a recognized student loan servicer, it had not previously serviced the trust student loans prior
to July 1, 2024, when it began subservicing the trust student loans on behalf of Navient Solutions.
Student loans are subject to a variety of consumer protection laws. The federal and state consumer protection laws, rules and regulations applicable to the
solicitation and advertising for, underwriting of, granting, servicing and collection of student loans, and the protection of sensitive customer data, frequently provide for administrative penalties, as well as civil (and in some cases,
criminal) liability resulting from their violation. An administrative proceeding, litigation, investigation or regulatory action relating to one or more allegations or findings of the violation of such laws by the sponsor, the servicer,
the sellers, the administrator, the trust or prior owners of the student loans, including the depositor or other affiliates of the aforementioned parties (whether by an administrative agency, a borrower or a group or class of borrowers)
could result in modifications in the servicer’s methods of doing business which could impair the servicer’s ability to service the student loans or collect on the student loans or result in the requirement that the aforementioned parties
pay damages and/or cancel the balance or other amounts owing under a student loan associated with such violations. See “Navient Corporation” in this preliminary remarketing memorandum.
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The trust student loans are originated using standardized documentation. Thus, many borrowers may be similarly situated insofar as the provisions of their contractual
obligations are concerned. Accordingly, certain allegations of violations of the provisions of applicable federal or state consumer protection laws could potentially result in a large class of claimants asserting claims against the
sponsor, the servicer, or the trust. Moreover, that documentation includes provisions requiring arbitration before a borrower brings certain lawsuits. These provisions are intended to limit litigation against the originator and purchasers
of the student loans while complying with applicable case law.
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School Closures And Unlicensed Schools May Result In Losses On Your Notes
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Some of the trust student loans are subject to the so-called “Holder-in-Due-Course” rule of the Federal Trade Commission (the “Holder Rule”) the provisions of
which are similar to those contained in the Uniform Consumer Credit Code and in state statutes and common law of many states. The effect of these laws is to subject a seller (and certain lenders and their assignees, such as the trust) in a
consumer credit transaction to all claims and defenses which the obligor in the transaction can assert against the seller of the goods or services. Some courts have held that consumers can bring affirmative claims under the Holder Rule,
while other courts have only permitted consumers to raise it as a defense. Although the exact scope of the types of claims and defenses that a consumer can assert against a holder have been subject to interpretation by the courts, the trust
as holder of the trust student loans may be subject to any claims or defenses that the student borrower may assert against its school for failure of the school to satisfy its obligations under the enrollment agreement with the student as a
result of a school closure, a school bankruptcy or otherwise. If a student borrower is successful in asserting such a claim, the student borrower may have the right to recover from the trust payments previously made on the related trust
student loan and have a defense against making further payments. In this event, to the extent available funds and credit enhancement are insufficient to cover such amounts, you may suffer a loss on your investment.
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In addition, generally state law requires schools engaged in providing educational services in their state to be licensed by a state regulatory authority. In most states, if a
school is not licensed at the time the student signs the enrollment agreement, the enrollment agreement may be void and, as a result, the student will have a defense against repayment of the loan. To the extent that a related school became
unlicensed prior to the student signing the enrollment agreement, the related borrower may have the right to recover payments previously made on the related trust student loan and may have a defense against further payment. There is also a
possibility that a school has failed to maintain its license under applicable law since the origination of the related trust student loans, and in such event, the related borrower may be entitled to the claims or defenses with respect to
payments on its trust student loan described above. In either of these instances, to the extent available funds and credit enhancement is insufficient to cover such amounts, you may suffer a loss on your investment.
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The Issuing Entity Will Have Limited Assets From Which To Make Payments On The Notes, Which May Result In Losses
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The issuing entity will not have, nor will it be permitted to have, significant assets or sources of funds other than the pool of trust student loans and the
related guarantee agreements. The issuing entity will also have a reserve account established in the issuing entity’s name.
Consequently, you must rely upon payments on the trust student loans from the borrowers and guarantors, as applicable, and, if available, amounts on deposit in
the trust accounts described above, and overcollateralization to repay your notes. If these sources of funds are unavailable or insufficient to make payments on your notes, you may experience a loss on your investment.
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Your Notes Will Have A Degree Of Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal And Interest On Your Notes
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There is a degree of basis risk associated with the class A-5 notes. Basis risk is the risk that shortfalls might occur because, among other things, while the
effective interest rates of the trust student loans adjust on the basis of specified indices and those of the notes adjust on the basis of a different SOFR index, different indices or, with respect to the reset rate notes at a time when
such notes are in fixed rate mode, do not adjust at all. If a shortfall were to occur, the trust’s ability to pay principal of and/or interest on your notes could be compromised. See “Annex A—The Trust Student Loan Pool—Composition of the Trust Student Loans as of the Statistical Disclosure Date” in this free-writing prospectus which specifies the percentages of trust student loans that
adjust based on 30-day SOFR or the 91-day Treasury bill rate, as applicable.
If the interest rates on the trust student loans decline or the interest rate on a class of notes increases, this could decrease the amount of collections
available to make interest and principal payments on the notes. This would increase the risk that there may not be sufficient collections to make all required payments on the notes.
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A Change To The Interest Benchmark For The Special Allowance Payments On The Trust Student Loans May Have An Adverse Effect On Your Notes
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In the event that SOFR is no longer available to calculate special allowance payments based on 30-day Average SOFR, on or after July 1, 2023, as applicable for certain FFELP
loans, it is possible that the Department of Education may choose a replacement rate for 30-day Average SOFR for the purpose of determining special allowance payments and, if such replacement rate is different than any potential replacement
rate selected by the administrator with respect to the trust and the trust does not subsequently enter into an amendment to adopt the same replacement rate as selected by the Department of Education, such replacement rate may worsen the
basis risk associated with the floating rate notes. See “—Your Notes Will Have A Degree Of Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal And
Interest On Your Notes,” above.
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You May Be Unable To Reinvest Principal Payments At The Yield You Earn On The Notes
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Asset-backed notes usually produce increased principal payments to investors when market interest rates fall below the interest rates on the collateral—student loans in this
case—and decreased principal payments when market interest rates rise above the interest rates on the collateral. As a result, you are likely to receive more money to reinvest at a time when other investments generally are producing lower
yields than the yield on the notes. Similarly, you are likely to receive less money to reinvest when other investments generally are producing higher yields than the yield on the notes.
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Withdrawal Or Downgrade Of Ratings May Decrease The Prices Of Your Notes
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A security rating is not a recommendation to buy, sell or hold securities. Similar ratings on different types of securities do not necessarily mean the same thing. A rating
agency may revise or withdraw its rating at any time if it believes circumstances have changed. A subsequent downgrade in the rating on your notes is likely to decrease the price a subsequent purchaser will be willing to pay for your
notes.
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A Conflict Of Interest May Exist Between The Rating Agencies Engaged To Rate The Notes And The Transaction Parties
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The SEC has taken the position that being paid by the sponsor, issuer or an underwriter to issue and/or maintain a credit rating on asset backed securities may create a
conflict of interest for rating agencies, and that this potential conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to such rating agencies. Potential investors in the class
A-5 notes should make their own determinations regarding whether such a conflict of interest actually exists, whether any such potential conflict of interest impacts a rating from any retained rating agency and the weight given to any
particular rating in making an investment decision in the class A-5 notes.
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A Further Lowering Of The Credit Rating Of The United States Of America May Adversely Affect The Market Value Of Your Notes
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The credit rating of the United States may potentially be downgraded by one or more nationally recognized statistical rating organizations (an “NRSRO”) within the meaning of
Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The impact of any such potential downgrades is unknown, and depending on any lowered rating assigned, the stated reasons for a lower rating and other
factors, the liquidity, market value and regulatory characteristics of your notes could be materially and adversely affected.
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Certain Actions Can Be Taken Without Noteholder Approval
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The transaction documents provide that certain actions may be taken based upon receipt by the indenture trustee of a confirmation from each of the rating agencies that the
then-current ratings assigned by the rating agencies then rating the notes will not be downgraded or withdrawn by those actions. In this event, such actions may be taken without the consent of noteholders.
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Investments May Be Subject To An Array Of EU and UK Investment Laws, Regulations, Rules And Capital Requirements And The Notes May Not Be A Suitable Investment
For Certain Investors
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All prospective investors in the notes whose investment activities are subject to legal investment laws, regulations and rules, regulatory capital
requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the notes will constitute legal investments for them or are subject to
investment or other restrictions, unfavorable accounting treatment, capital charges, reserve requirements or other consequences. Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017 (as amended, the
“EU Securitization Regulation”) has direct effect in member states of the European Union (the “EU”) and is expected to be implemented in other countries in the European Economic Area (the “EEA”).
Article 5 of the EU Securitization Regulation places certain conditions on investments in a “securitisation” (as defined in such regulation) (the “EU Due
Diligence Requirements”) by an “institutional investor”, defined in the EU Securitization Regulation to include insurance undertakings, reinsurance undertakings, institutions for occupational retirement provision, investment managers and
authorized entities appointed by such institutions, alternative investment fund managers that manage and/or market alternative investment funds in the EU (or, as applicable, in the EEA), management companies of undertakings for collective
investment in transferable securities (“UCITS”), internally managed UCITS, credit institutions and investment firms, each as described in more detail in the EU Securitization Regulation. The EU Due Diligence Requirements also apply to
investments by certain consolidated affiliates, wherever established or located, of entities that are subject to Regulation (EU) No 575/2013 (as amended) (such affiliates, together with all institutional investors referred to in this
paragraph, “EU Affected Investors”).
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The framework for the regulation of securitization in the United Kingdom (the “UK”) comprises (a) the Securitisation Regulations 2024 (as amended, the “SR
2024”), (b) the securitisation sourcebook of the handbook of rules and guidance adopted by the UK Financial Conduct Authority (the “SECN”), (c) the Securitisation Part of the rulebook of published policy of the Prudential Regulation
Authority of the Bank of England (the “PRASR”) and (d) relevant provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) (each as further amended, supplemented or replaced and, collectively, the “UK Securitization
Regulation Framework”).
Regulations 32B to 32D (inclusive) of the SR 2024, SECN 4 and Article 5 of Chapter 2 of the PRASR, as applicable, place certain conditions on investments in a
“securitisation” (as defined in the SR 2024) (the “UK Due Diligence Requirements”) by “institutional investors”, defined in the SR 2024 to include insurance undertakings, reinsurance undertakings, trustees and managers of occupational
pension schemes, fund managers of such schemes, alternative investment fund managers that have permission under the FSMA in respect of managing alternative investment funds and that market or manage such funds in the UK, small registered UK
alternative investment fund managers, UCITS, UCITS management companies, CRR firms and FCA investment firms, each as described in more detail in the SR 2024. The UK Due Diligence Requirements also apply to investments by certain
consolidated affiliates, wherever established or located, of entities that are subject to Regulation (EU) No 575/2013, as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the
“EUWA”) (and as amended) (such affiliates, together with all institutional investors referred to in this paragraph, “UK Affected Investors”).
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Among other things, the EU Due Diligence Requirements and the UK Due Diligence Requirements provide that, prior to investing in a securitisation, an EU
Affected Investor or a UK Affected Investor, as applicable, is required to verify that: (a) certain credit-granting requirements are satisfied; (b) the originator, sponsor or original lender retains on an ongoing basis (or, in the case of
certain UK Affected Investors, continually retains) a material net economic interest in the securitisation which, in any event, will not be less than 5%, in accordance with the EU Securitization Regulation or the UK Securitization
Framework, as applicable, and discloses that risk retention; (c) in the case of an EU Affected Investor, the originator, sponsor or securitization special purpose entity has, where applicable, made available the information required by
Article 7 of the EU Securitization Regulation in accordance with the frequency and modalities provided for in that Article; and (d) in the case of a UK Affected Investor, the originator, sponsor or securitization special purpose entity has
made available sufficient information to enable the institutional investor independently to assess the risks of holding the securitisation position, and has committed to make further information available on an ongoing basis, as
appropriate, and including at least the information described in the SR 2024, the SECN or the PRASR, as applicable.
None of the sponsor, the sellers, the depositor, the initial purchasers, the other parties to the transaction described in this offering memorandum, nor any of
their respective affiliates, will undertake, or intends, to retain a material net economic interest in such transaction in a manner that would satisfy the requirements of the EU Securitization Regulation or the UK Securitization Framework.
In addition, no such person will undertake, or intends, in connection with such transaction, to take any other action or refrain from taking any action
prescribed or contemplated in the EU Securitization Regulation or the UK Securitization Framework, or for purposes of, or in connection with, compliance by any EU Affected Investor with the EU Due Diligence Requirements, by any UK Affected
Investor with the UK Due Diligence Requirements or by any person with the requirements of any other law or regulation now or hereafter in effect in the EU, the EEA or the UK in relation to risk retention, due diligence and monitoring,
credit granting standards, transparency or any other conditions with respect to investments in securitization transactions.
The arrangements described in “Credit Risk Retention” in this offering memorandum have not been structured with the objective of enabling or facilitating
compliance with the requirements of the EU Securitization Regulation or the UK Securitization Framework.
Consequently, the notes may not be a suitable investment for an EU Affected Investor or a UK Affected Investor. As a result, the price and liquidity of the
notes in the secondary market may be adversely affected.
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Failure by an EU Affected Investor to comply with the EU Due Diligence Requirements or by a UK Affected Investor to comply with the UK Due Diligence
Requirements, in either case with respect to an investment in the notes, may result in the imposition of a penalty regulatory capital charge on that investment or other regulatory sanctions and/or remedial measures being imposed or taken by
such investor’s relevant regulatory authority.
Prospective investors are responsible for analyzing their own legal and regulatory position and are encouraged to consult with their own investment and legal
advisors regarding the suitability of the notes for investment and the scope and applicability of, and compliance with, the requirements of the EU Securitization Regulation and UK Securitization Framework.
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The Notes May Be Repaid Early Due To An Auction Sale Or The Exercise Of The
Optional Purchase Right. If This Happens, Your Yield May Be Affected And You Will Bear Reinvestment Risk
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The notes may be repaid before you expect them to be if:
• the
servicer exercises its option to purchase all of the trust student loans; or
• the
indenture trustee successfully conducts an auction sale.
Either event would result in the early retirement of the notes outstanding on that date. If this happens, your yield on the notes may be affected. You will
bear the risk that you cannot reinvest the money you receive in comparable notes at an equal yield.
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Uncertainty About A Change To The Benchmark For The Floating Rate Notes May Have An Adverse Effect On Your Floating Rate Notes
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The interest rates on the class A-5 rate notes is based on a benchmark plus a spread. For all reset periods prior to the July 2023 reset period, the class A-5
notes bore interest by reference to a LIBOR-based index plus a spread. In response to the prospective cessation of US-dollar LIBOR and to address the difficulties of dealing with legacy LIBOR contracts, Congress enacted the Adjustable
Interest Rate (LIBOR) Act (the “LIBOR Act”), as part of the Consolidated Appropriations Act, 2022. The LIBOR Act provides that for any asset backed-securities backed by FFELP loans that have an adjustable rate based on three-month LIBOR
and for which no replacement index is specified in the governing documents, such as the class A-5 notes, the replacement benchmark was established as 90-day Average SOFR plus a specified tenor spread adjustment on the first London business
day after June 30, 2023. As a result, commencing with the reset period that began on July 25, 2023 and each subsequent reset period prior to a successful remarketing, the class A-5 notes will bear interest by reference to SOFR Rate. The
“SOFR Rate” will be a per annum rate equal to 90-day Average SOFR for such reset period plus the tenor spread adjustment equal to 0.26161% per annum, as specified in the LIBOR Act. The SOFR Rate will be reset on each reset date in
accordance with the procedures set forth under “Description of the Notes—Determination of Indices—SOFR” in this free-writing prospectus. The LIBOR Act also provides
for the adoption of benchmark replacements if SOFR is no longer available.
The benchmark will change in the event of a benchmark replacement following the occurrence of a benchmark transition event and its related benchmark
replacement date (as further described in this free-writing prospectus under “Description of the Notes—Determination of Indices”).
The Federal Reserve Bank of New York, or the “FRBNY”, publishes the Secured Overnight Funding Rate (“SOFR”) based on data received by it from sources other
than the sponsor, and neither the sponsor nor any other party to the transaction described in this free-writing prospectus has any control over its calculation methods, publication schedule, rate revision practices or availability of SOFR
at any time. There can be no guarantee, particularly given its relatively recent introduction, that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the class A-5
notes. If the manner in which SOFR is calculated is changed, that change may result in a reduction in the amount of interest payable on the class A-5 notes and the trading prices of the class A-5 notes.
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Further, as described under “Description of the Notes—Determination of Indices” in
this free-writing prospectus, in the event a benchmark transition event and its related benchmark replacement date have occurred, the benchmark replacement will depend on the availability of various benchmark rates set forth in this
free-writing prospectus. These benchmark rates may be calculated using components different from those used in the calculation of the SOFR Rate and may fluctuate differently than, and not be representative of, the SOFR Rate. In order to
compensate for these differences in the benchmark replacements, a benchmark replacement adjustment may be included in any benchmark replacement. However, we cannot provide any assurances that any benchmark replacement adjustment will be
sufficient to produce the economic equivalent of the then-current benchmark, either at the benchmark replacement date or over the life of the floating rate notes. As a result of each of the foregoing factors, we cannot provide any
assurances that the characteristics of any benchmark will be similar to the then-current benchmark that it is replacing, or that any benchmark replacement will produce the economic equivalent of the then-current benchmark that it is
replacing.
Additionally, the determination of any benchmark replacement, the calculation of the interest rate on the class A-5 notes by reference to a benchmark
replacement (including the application of any benchmark replacement adjustment), any implementation of benchmark replacement conforming changes and any other determinations, decisions or elections that may be made under the terms of the
class A-5 notes in connection with a benchmark transition event, could adversely affect the value of the class A-5 notes, the return on the class A-5 notes and the price at which class A-5 noteholders can sell such class A-5 notes.
Furthermore, the issuing entity cannot anticipate how long it will take to adopt a specific benchmark replacement, which may delay and contribute to uncertainty and volatility surrounding any benchmark transition event or benchmark
replacement.
The administrator will have discretion in certain elements of any benchmark replacement process, including determining if a benchmark transition event and its
related benchmark replacement date have occurred, determining which benchmark replacement is available and, if applicable, selecting an unadjusted benchmark replacement, determining the benchmark replacement adjustment and making benchmark
replacement conforming changes. The noteholders will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations. See “Description of the Notes—Determination of Indices” in this free-writing prospectus.
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Any of the above matters or any other significant change to the setting or existence of the SOFR Rate or any successor benchmark for the floating rate notes could affect the
amounts available to the issuing entity to meet its obligations under the floating rate notes and/or could have a material adverse effect on the value or liquidity of, and the amount payable under, the floating rate notes.
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SOFR Is A Relatively New Reference Rate That May Be More Volatile Than Other Benchmark Or Market Rates And Its Composition And Characteristics Are Not The Same
As LIBOR
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For reset periods that commenced before July 2023, class A-5 notes accrued interest at a floating rate based on three-month LIBOR plus a spread. Commencing
with the reset period that began on July 25, 2023 and each subsequent reset period prior to a successful remarketing, class A-5 notes accrued or will accrue interest at a floating rate based on a spread over a benchmark rate, which will be
the SOFR Rate. The SOFR Rate is based on compounded averages of SOFR, which are used to determine Compounded SOFR. For information on how the SOFR Rate and Compounded SOFR are determined, you should read “Description of the Notes—Determination of Indices” in this free-writing prospectus. The secured overnight financing rate published for any day by the FRBNY on the FRBNY’s website, or by a successor
administrator of such benchmark rate on such successor’s website, is a relatively new interest rate index, and the way that SOFR and any market-accepted adjustments to SOFR are determined may change over time.
SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. SOFR is calculated as a
volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through The
Fixed Income Clearing Corporation’s delivery-versus-payment service. The FRBNY notes that it obtains information from DTCC Solutions LLC, an affiliate of The Depository Trust & Clearing Corporation. The FRBNY states on its publication
page for SOFR that the use of SOFR is subject to important limitations and disclaimers, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without
notice.
SOFR is published by the FRBNY based on data received from sources outside of the sponsor and the issuing entity’s control or direction and neither the sponsor
nor the issuing entity has control over its determination, calculation or publication. In contrast to other indices, SOFR may be subject to direct influence by activities of the FRBNY, which may directly affect prevailing SOFR rates in ways
the issuing entity is unable to predict. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the holders of the class A-5 notes. If the manner in
which the SOFR calculation is changed, it may result in a reduction of the amount of interest payable on and the trading prices of the class A-5 notes.
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The FRBNY began to publish SOFR in April 2018, and the FRBNY has also been publishing historical indicative SOFR dating back to 2014. Potential investors
should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. Due to the emerging and developing adoption of SOFR as an interest rate index, investors who desire to obtain financing for
their class A-5 notes may have difficulty obtaining any credit or credit with satisfactory interest rates, which may result in lower leveraged yields and lower secondary market prices upon the sale of the class A-5 notes.
The composition and characteristics of SOFR are not the same as those of LIBOR. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR
is an overnight rate, while LIBOR is a forward-looking rate that represents interbank funding over different maturities (e.g., three months). Additionally, since the initial publication of SOFR, daily changes in SOFR have, on occasion, been
more volatile than daily changes in other benchmark or market rates, such as LIBOR. Although changes in the SOFR Rate, which is determined by reference to Compounded SOFR (as defined under “Description of the Notes—Determination of Indices” in this free-writing prospectus), generally are not expected to be as volatile as changes in the daily levels of SOFR, the return on and value of the class A-5
notes may fluctuate more than floating rate debt securities that are linked to less volatile rates. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without
limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.
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Reliance Upon Compounded SOFR, And Any Adjustments To The Methodology Used To Determine Compounded SOFR, May Adversely Affect The Class A-5 Notes
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The FRBNY began to publish, in March 2020, backward-looking compounded averages of SOFR, which are used to determine Compounded SOFR. It is possible that there
will be limited interest in securities products based on Compounded SOFR. In addition, forward-looking Term SOFR became available for use in cash products in 2021. It is possible that there will be relatively more interest in securities
products based on Term SOFR as compared to securities products based on Compounded SOFR. As a result, you should consider whether reliance on Compounded SOFR may adversely affect the market value and yield of the class A-5 notes due to
potentially limited liquidity and resulting constraints on available hedging and financing alternatives.
Navient Solutions, LLC, as administrator, may, from time to time and in its sole discretion, make conforming changes (i.e., technical, administrative or
operational changes) without the consent of noteholders or any other party, which could change the methodology used to determine Compounded SOFR. The issuing entity can provide no assurance that the methodology to calculate Compounded SOFR
will not be adjusted as described in the prior sentence and, if so adjusted, that the resulting interest rate will yield the same or similar economic results over the term of the class A-5 notes relative to the results that would have
occurred had the interest rate been determined without any such adjustment or that the market value of the class A-5 notes will not decrease due to any such adjustment. Holders of the class A-5 notes will not have any right to approve or
disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.
You should carefully consider the foregoing uncertainties prior to investing in the notes. In general, events related to SOFR and alternative reference rates
may adversely affect the liquidity, market value and yield of your class A-5 notes.
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Negative SOFR Rates Would Reduce The Rate Of Interest On The Notes
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Commencing with the reset period that began on July 25, 2023 and each subsequent reset period prior to a successful remarketing, the interest rate to be borne
by each class of notes is currently based on the SOFR Rate plus a spread.
Changes in SOFR will affect the rate at which the notes accrue interest and the amount of interest payments on the notes. To the extent that the SOFR Rate
decreases below 0.00% for any interest accrual period, the SOFR Rate or such interest accrual period will be deemed to be 0.00% and the rate at which each class of notes accrue interest for such interest accrual period will be deemed to be
0.00% plus the applicable spread for each such class of notes for the related interest accrual period.
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Your Notes Are Subject To A Call Option
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Navient Corporation, or one of its wholly-owned subsidiaries, has the option to call, in full, the class A-5 notes in respect of each reset date, even if you have delivered a
hold notice. If this option is exercised, you will receive a payment of principal equal to the outstanding principal balance of your class A-5 notes less all amounts distributed to you as a payment of principal, plus all accrued and unpaid
interest on such distribution date. However, you may not be able to reinvest the proceeds you receive in a comparable security with an equivalent yield. For additional information concerning the call option and reset periods, see “Description of the Notes—The Reset Rate Notes” in this free-writing prospectus.
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You May Be Required To Continue To Hold Your Notes If A Failed Remarketing Occurs With Respect To A Reset Date
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In connection with any remarketing of the class A-5 notes (including on the current reset date), if a failed remarketing is declared, your class A-5 notes will not be sold,
even if you attempted to tender them for remarketing or if the notes were mandatorily tendered with respect to such reset date. In this event you will be required to rely on a sale through the secondary market, which may not then exist for
your class A-5 notes, independent of the remarketing process.
|
||
|
If a failed remarketing is declared with respect to the January 26, 2026 reset date, the class A-5 notes will continue to bear interest until the next reset date at the failed
remarketing rate, which is currently equal to an annual rate of the SOFR Rate plus 0.75%. We cannot assure you that the failed remarketing rate will be as high as the prevailing market rate of interest for similar securities and you may
suffer a loss in yield. For additional information concerning a failed remarketing, see “Description of the Notes—The Reset Rate Notes” in this free-writing
prospectus.
|
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You May Experience Notification Delays In Connection With A Remarketing Of Your Notes
|
Holders of beneficial interests in the class A-5 notes may not receive timely notifications of the reset terms for any reset date due to procedures used by the clearing
agencies and financial intermediaries. If you do not receive a copy of the notice delivered on the related remarketing terms determination date, you will nevertheless be deemed to have tendered your class A-5 notes unless the remarketing
agent has received a hold notice from you on or prior to the related notice date.
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|
Risks Relating To Student Loans
|
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|
You Will Bear Prepayment And Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control
|
A borrower may prepay a student loan in whole or in part at any time. The rate of prepayments on the trust student loans may be influenced by a variety of
economic, social, competitive and other factors, including changes in interest rates, the availability of alternative financings (including, without limitation, refinancings offered through the Department of Education’s Direct Loan
program), regulatory changes affecting the student loan market and the general economy. Various loan consolidation or refinance programs, including those offered by affiliates of the depositor, available to eligible borrowers may increase
the likelihood of prepayments. While implementation of the policy changes and final new regulations are unknown at this time, individually or collectively, an increase in loan consolidations may cause higher than anticipated prepayment
rates on the trust student loans. Further, other current and future initiatives by Congress or future laws, executive orders or other policy statements to encourage or force consolidation, create debt forgiveness programs or establish other
policies and programs including but not limited to those proposed by several presidential campaigns could also affect prepayments on the trust student loans. In addition, the issuing entity may receive unscheduled payments due to borrower
defaults and purchases by the servicer or the depositor. Because a pool may include thousands of trust student loans, it is impossible to predict if or when or in what form any of these future actions may occur or to predict the amount and
timing of payments that will be received and paid to noteholders in any period. Consequently, the length of time that your notes are outstanding and accruing interest may be shorter than you expect.
On the other hand, borrowers of trust student loans might not choose to prepay their trust student loans or the trust student loans may be extended as a result
of grace periods, deferment periods, forbearance periods, income-driven repayment plans or repayment term or monthly payment amount modifications agreed to by the servicer in compliance with laws and regulations. This may slow the expected
timing of principal payments or lengthen the remaining term of the trust student loans and delay principal payments to you. In addition, the amount available for distribution to you will be reduced if borrowers fail to pay timely the
principal and interest due on the trust student loans. Consequently, the length of time that your notes are outstanding and accruing interest may be longer than you expect.
|
|
The optional purchase right of the servicer and the provision for the auction of the trust student loans, create additional uncertainty regarding the timing of
payments to noteholders.
The effect of these factors is impossible to predict. To the extent they create reinvestment risk, you will bear that risk.
|
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|
A Failure To Comply With Student Loan Origination And Servicing Procedures Could Jeopardize Guarantor, Interest Subsidy And Special Allowance Payments On The
Trust Student Loans That Are FFELP Loans Or Otherwise Have An Adverse Impact On The Trust Student Loans, Which May Result In Delays In Payment Or Losses On Your Notes
|
The rules under which the trust student loans were originated, including the Higher Education Act or the program rules require lenders making and servicing
student loans and the guarantors guaranteeing those loans to follow specified procedures, including due diligence procedures, to ensure that the student loans are properly made, disbursed and serviced.
Failure to follow these procedures may result in the Department of Education’s refusal to make reinsurance payments to the applicable guarantor or to make
interest subsidy payments and special allowance payments on the trust student loans that are FFELP Loans.
Loss of any loan program payments could adversely affect the amount of available funds and the issuing entity’s ability to pay principal and interest on your
notes.
In addition, to the extent related to servicing practices of Navient Solutions, LLC with respect to FFELP loans or HEAL Program loans, an adverse ruling in
litigation against Navient Solutions, LLC may have a material adverse effect on the trust student loans, and the payments on your notes may be adversely affected. See “Navient
Corporation” in this free-writing prospectus.
|
||
|
The Inability Of The Depositor Or The Servicer To Meet Its Repurchase Obligation May Result In Losses On Your Notes
|
Under some circumstances, the issuing entity has the right to require the depositor (and the depositor has the right to require the sellers) or the servicer to
purchase a trust student loan or provide the issuing entity with a substitute student loan. This right arises generally if a breach of the representations, warranties or covenants of the depositor or the servicer, as applicable, has a
material adverse effect on the issuing entity, and is not cured within the applicable cure period. We cannot guarantee to you, however, that the depositor (and, in turn, the sellers) or the servicer will have the financial resources to
make a purchase or substitution.
For example, the depositor, the sellers, and the servicer are subsidiaries of Navient Corporation and, as a result, an adverse ruling in litigation against
Navient Corporation could also give rise to an obligation of the depositor, the servicer, or a seller to purchase, repurchase, or substitute trust student loans as set forth in the related transaction documents and may have an adverse
impact on the financial ability of the depositor, the servicer, or a seller to fulfill their respective obligations to purchase, repurchase or substitute trust student loans. See “Navient Corporation” in this free-writing prospectus.
|
|
If the depositor, the sellers, or the servicer do not have the financial resources to make a required purchase or substitution, you will bear any resulting loss.
|
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|
Incentive Programs May Affect Your Notes
|
At the present time, the borrowers with respect to certain of the initial trust student loans may be eligible for various incentive programs. In addition,
under the terms of the servicing agreement, the servicer may make new incentive programs available to borrowers with trust student loans. See “The Companies’ Student Loan
Financing Business—Servicing—Incentive Programs” in this free-writing prospectus. These current or future incentive programs may affect payments on your notes.
For example, if one or more of the incentive programs which offer a principal balance reduction to borrowers are made available to borrowers with trust student
loans and a higher than anticipated number of borrowers qualify, the principal balance of the affected trust student loans may repay faster than anticipated.
Accordingly, your notes may experience faster than anticipated principal payments.
Conversely, the existence of these incentive programs may discourage a borrower from prepaying an affected trust student loan. If this were to occur, the
principal balance of your notes may be reduced over a longer period than would be the case if there were no such incentive program.
Furthermore, incentive programs may reduce the amount of funds available to make payments on your notes by reducing the principal balances and yield on the
trust student loans. In that case, you will bear the risk of any loss not covered by available credit enhancement.
|
|
A Servicer Default May Result In Additional Costs, Increased Servicing Fees By A Substitute Servicer Or A Diminution In Servicing Performance, Any Of Which May
Have An Adverse Effect On Your Notes
|
If a servicer default occurs, the indenture trustee or the noteholders may remove the servicer without the consent of the eligible lender trustee, as
applicable. Only the indenture trustee or such noteholders, and not the eligible lender trustee, has the ability to remove the servicer if a servicer default occurs. In the event of the removal of the servicer and the appointment of a
successor servicer, we cannot predict:
• the ability of
the successor servicer to perform the obligations and duties of the servicer under the servicing agreement; or
• the servicing
fees charged by the successor servicer.
In addition, the noteholders have the ability, with some exceptions, to waive defaults by the servicer.
Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is
possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the trust student loans.
|
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|
The Indenture Trustee May Have Difficulty Liquidating Trust Student Loans After An Event Of Default
|
If an event of default occurs under the indenture, the indenture trustee may sell the trust student loans, without the consent of the noteholders (but only in the event that
there has been a payment default on the class A notes, and in all other cases, if the purchase price received from the sale of the trust student loans is sufficient to repay all noteholders in full). However, the indenture trustee may not
be able to find a purchaser for the trust student loans in a timely manner or the market value of those loans may not be high enough to make noteholders whole.
|
||
|
You May Incur Losses Or Delays In Payments On Your Notes If Borrowers Default On The Trust Student Loans
|
If a borrower defaults on a trust student loan that is only 98% or 97% guaranteed, the related issuing entity will experience a loss of approximately 2% or 3%, as the case may
be, of the outstanding principal and accrued interest on that student loan. If defaults occur on the trust student loans and the credit enhancement described in this free-writing prospectus is insufficient, you may suffer a delay in
payment or losses on your notes.
|
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If A Guarantor Of The Trust Student Loans Experiences Financial Deterioration Or Failure, You May Suffer Delays In Payment Or Losses On Your Notes
|
All of the trust student loans will be unsecured. As a result, the only security for payment of a FFELP guaranteed student loan is the guarantee provided by
the applicable guarantor. FFELP loans acquired by the issuing entity may be subject to guarantee agreements with a number of individual guarantors. A deterioration of a guarantor’s financial condition and ability to honor guarantee claims
could result in a failure of that guarantor to make guarantee payments to the eligible lender trustee in a timely manner, or at all. The financial condition of a guarantor could be adversely affected by a number of factors, including the
amount of claims made against that guarantor as a result of borrower defaults.
|
|
A guarantor’s financial condition and ability to honor guarantee claims with respect to FFELP loans could also be adversely affected by a number of other
factors including:
• the continued
voluntary waiver by the guarantor of the guarantee fee payable by a borrower upon disbursement of a student loan;
• the amount of
claims made against that guarantor as a result of borrower defaults;
• the amount of
claims reimbursed to that guarantor from the Department of Education, which range from 75% to 100% of the guaranteed portion of the loan, depending on the date the loan was made and the historical performance of the guarantor; and
• changes in
legislation that may reduce expenditures from the Department of Education that support federal guarantors or that may require guarantors to pay more of their reserves to the Department of Education.
If the financial condition of a guarantor deteriorates, it may fail to make guarantee payments in a timely manner, or at all. In that event, you may suffer
delays in payment or losses on your notes.
|
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|
The Department Of Education’s Failure To Make Reinsurance Payments May Negatively Affect The Timely Payment Of Principal And Interest On Your Notes
|
If a guarantor is unable to meet its guarantee obligations, the issuing entity may submit claims directly to the Department of Education for payment. The Department of
Education’s obligation to pay guarantee claims directly is dependent upon its determination that the guarantor is unable to meet its guarantee obligations. If the Department of Education delays in making this determination, you may suffer
a delay in the payment of principal and interest on your notes. In addition, if the Department of Education determines that the guarantor is able to meet its guarantee obligations, the Department of Education will not make guarantee
payments to the issuing entity. The Department of Education may or may not make the necessary determination that the guarantor is unable to meet its guarantee obligations. If the Department of Education determines that the guarantor is
unable to meet its guarantee obligations, it may or may not make this determination or the ultimate payment of the guarantee claims in a timely manner. This could result in delays or losses on your investment.
|
|
Payment Offsets By Guarantors Or The Department Of Education Could Prevent The Issuing Entity From Paying You The Full Amount Of The Principal And Interest Due
On Your Notes
|
The eligible lender trustee may use the same Department of Education lender identification number for FFELP loans of the issuing entity as it uses for other
FFELP loans it holds on behalf of other issuing entities established by the sponsor. If it does, the billings submitted by the eligible lender trustee or the servicer to the Department of Education (for items such as special allowance
payments or interest subsidy payments) and the claims submitted to the guarantors will be consolidated with the billings and claims for payments for trust student loans under other issuing entities using the same lender identification
number. Payments on those billings by the Department of Education as well as claim payments by the applicable guarantors will be made to the eligible lender trustee, or to the servicer on behalf of the eligible lender trustee, in a lump
sum. Those payments must be allocated by the administrator among the various issuing entities that reference the same lender identification number.
If the Department of Education or a guarantor determines that the eligible lender trustee owes it a liability on any trust student loan, including loans it
holds on behalf of the issuing entity for your notes or other issuing entities, the Department of Education or the applicable guarantor may seek to collect that liability by offsetting it against payments due to the eligible lender trustee
of the issuing entity. Any offsetting or shortfall of payments due to the eligible lender trustee could adversely affect the amount of available funds for any collection period and thus the issuing entity’s ability to pay you principal and
interest on your notes.
The servicing agreement for your notes contains provisions for cross-indemnification concerning those payments and offsets. Such provisions require one entity
to compensate the other or accept a lesser payment to the extent the latter has been assessed for the liability of the former. Even with cross-indemnification provisions, however, the amount of funds available to the issuing entity from
indemnification would not necessarily be adequate to compensate the issuing entity and investors in the notes for any previous reduction in the available funds.
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The Enactment Of The Health Care And Education Reconciliation Act Of 2010 And Any Other Future Changes In Law May Adversely Affect Student Loans, The
Guarantors, The Depositor Or Navient CFC And, Accordingly, Adversely Affect Your Notes
|
On March 30, 2010, the Health Care and Education Reconciliation Act of 2010 (the “Reconciliation Act”) was enacted into law. Effective July 1, 2010, the Reconciliation Act
eliminated the FFELP. The terms of existing FFELP loans are not materially affected by the Reconciliation Act. The Higher Education Act or other relevant federal or state laws, rules and regulations may be further amended or modified in
the future in a manner, including as part of any reauthorization of the Higher Education Act, that could adversely affect the federal student loan programs as well as the student loans made under these programs and the financial condition
of the guarantors. Among other things, the level of guarantee payments may be adjusted from time to time. The elimination of FFELP and any other future changes could affect the ability of Navient CFC, the depositor or the servicer to
satisfy their obligations to purchase or substitute student loans. Future changes could also have a material adverse effect on the revenues received by the guarantors that are available to pay claims on defaulted student loans in a timely
manner. We cannot predict whether any changes will be adopted or, if adopted, what impact those changes would have on any issuing entity or the notes.
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The Use Of Master Promissory Notes May Compromise The Indenture Trustee’s Security Interest In The Student Loans
|
For loans disbursed on or after July 1, 1999, a master promissory note evidences any student loan made to a borrower under the Federal Family Education Loan
Program. When a master promissory note is used, a borrower executes only one promissory note with each lender. Subsequent student loans from that lender are evidenced by a confirmation sent to the student. Therefore, if a lender originates
multiple student loans to the same student, all of the related student loans are evidenced by a single promissory note.
Under the Higher Education Act, each student loan made under a master promissory note may be sold independently of any other student loan made under that same
master promissory note. Each student loan is separately enforceable on the basis of an original or copy of the master promissory note.
It is possible that student loans transferred to the issuing entity may be originated under a master promissory note. If the servicer were to deliver a copy
of the master promissory note, in exchange for value, to a third-party that did not have knowledge of the indenture trustee’s lien, that third-party may also claim an interest in the student loan. It is possible that the third-party’s
interest could be prior to or on parity with the interest of the indenture trustee.
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The Trust May Be Affected By Delayed Payments From Borrowers Called To Active Military Service
|
The Servicemembers Civil Relief Act and similar state and local laws provide payment relief to borrowers who enter active military service and to borrowers in reserve status
who are called to active duty after the origination of their trust student loans. Military operations by the United States may increase the number of citizens who are in active military service, including persons in reserve status who have
been called or may be called to active duty.
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Certain Credit And Liquidity Enhancement Features Are Limited And If They Are Partially Or Fully Depleted, There May Be Shortfalls In Distributions To
Noteholders
|
Certain credit and liquidity enhancement features, including the reserve account, are limited in amount. In certain circumstances, if there is a shortfall in available funds,
such amounts may be partially or fully depleted. This depletion could result in shortfalls and delays in distributions to noteholders.
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|
The Notes May Be Assigned Lower Ratings Than Those Described In This Free-Writing Prospectus By Different Rating Agencies
|
The sponsor, or an affiliate, paid a fee to two or more NRSROs (the “Rating Agencies”) to assign the initial credit ratings to the notes on or before the
closing date. The SEC has said that being paid by the sponsor, issuer or remarketing agent to issue or maintain a credit rating on asset-backed securities creates a conflict of interest for NRSROs, and that this conflict is particularly
acute because arrangers of asset-backed securities transactions provide repeat business to such NRSROs.
The sponsor has not requested a rating of the notes by any NRSRO other than the Rating Agencies. However, in preparing for the offering, the sponsor may have
had discussions with, and received preliminary feedback from, NSROs other than the Rating Agencies. Other NRSROs may assign their own ratings to any class or classes of notes at any time, even prior to the closing date. NRSROs have
different methodologies, criteria, models and requirements, which may result in ratings that are lower than those assigned by the Rating Agencies. Depending upon the level of the ratings assigned, what NRSROs are involved, what their
stated reasons are for assigning a lower rating, and other factors, if a NRSRO issues a lower rating, the liquidity, market value and regulatory characteristics of the particular class or classes of notes could be materially and adversely
affected. In addition, the mere possibility that such a rating could be issued may affect price levels in any secondary market that may develop.
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Current General Economic Conditions, Or A Further Deterioration Of Economic Conditions May Reduce Payments On Your Notes
|
The ability of borrowers to repay trust student loans, and the resulting amounts available for repayment of the notes, may be significantly influenced by
economic conditions. Current general economic conditions, or a further deterioration in economic conditions in the United States or globally, such as a further increase in unemployment levels, contraction of the availability of consumer
credit or a continued increase in interest rates, may be caused by a variety of factors, including but not limited to, political gridlock on United States federal budget matters (including full or partial government shutdowns), public
health emergencies such as the global outbreak of the 2019 novel coronavirus disease (also known as “COVID-19”), trade disputes, terrorist events, wars, and other military or civil conflicts (such as the war between Russia and Ukraine, any
reductions in sovereign ratings, the military conflict between Israel and Hamas and the ongoing conflicts in the Middle East), price volatility in commodities, natural disasters and other disruptive political, social or economic events. In
addition, the United States and global economies may experience high rates of inflation, or a further increase in such rates, caused by wars, other military or civil conflicts, price volatility in commodities, economic and trading
sanctions, trade wars and tariffs, supply chain disruptions, labor market disruptions, and other disruptive political, social or economic events.
|
|
Any such disruption in economic activities or any such inflationary impacts may be severe or unpredictable, and could adversely affect the ability and
willingness of borrowers to meet their payment obligations under the trust student loans or of the servicer to operate its business and manage and service the trust student loans, possibly resulting in higher rates of delinquencies and
greater losses experienced by the trust with respect to the trust student loans. An increase in defaults on the trust student loans, or a decrease or delay in the amount of interest or principal received on the trust student loans, either
alone or in combination, could negatively affect the ability of the trust to generate sufficient cash flow to pay its obligations or the ability of the servicer to service the interest and principal payments due on the notes, which, in
turn, may cause losses on the notes.
An improvement in economic conditions could result in prepayments by the borrowers of their payment obligations under the trust student loans. As a result, you
may receive principal payments of your notes earlier than anticipated.
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| • |
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
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| • |
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
|
234,451,191.58
|
|||
|
Floating Rate Class B Student Loan‑Backed Notes
|
15,780,859.09
|
|||
|
Initial Equity
|
100.00
|
|||
|
Total
|
$
|
250,232,150.67
|
| • |
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;
|
| • |
was fully disbursed;
|
| • |
was not more than 210 days past due;
|
| • |
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%
|
| • |
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
|
| • |
the timely submission to the guaranty agency of all required pre-claim delinquency status notifications and of the claim on the trust student loan.
|
| • |
commercial banks, thrift institutions and credit unions;
|
| • |
pension funds and insurance companies;
|
| • |
educational institutions;
|
| • |
various state and private nonprofit loan originating and secondary market agencies; and
|
| • |
various other third parties.
|
| • |
shortly after loan origination;
|
| • |
while the borrowers are still in school;
|
| • |
just before the loan’s conversion to repayment after borrowers graduate or otherwise leave school; or
|
| • |
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.
|
| • |
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.
|
| • |
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.
|

| • |
the remarketing agent, in consultation with the administrator, cannot determine the applicable required reset terms on or before the remarketing terms determination date;
|
| • |
the remarketing agent cannot establish the required spread on the spread determination date;
|
| • |
the remarketing agent is unable to remarket some or all of the tendered reset rate notes at the spread set by the remarketing agent, or one or more committed purchasers default on their purchase obligations and the remarketing agent
chooses not to purchase such reset rate notes itself;
|
| • |
any rating agency then rating the notes has not confirmed or upgraded its then-current rating of any class of notes, if such confirmation is required; or
|
| • |
certain other conditions specified in the remarketing agreement are not satisfied.
|
| • |
all holders of the class A-5 notes will retain their notes, including in all deemed mandatory tender situations;
|
| • |
the related interest rate for the class A-5 notes will be reset to a failed remarketing rate of the SOFR Rate plus 0.75% per annum; and
|
| • |
the related reset period will be set at three months.
|
| • |
to facilitate the trust’s ability to pay principal and interest in the applicable currency;
|
| • |
to pay additional interest at the applicable interest rate and in the applicable currency on the class A-5 notes from and including the related reset date to, but excluding the second business day following the related reset date;
and
|
| • |
to facilitate the exchange of all secondary market trade proceeds from a successful remarketing (or proceeds from the exercise of the call option) on the applicable reset date to the applicable currency.
|
| • |
on the effective date of such currency swap agreement for the related reset date, the U.S. Dollar equivalent of all secondary market trade proceeds received from purchasers of the class A-5 notes using the exchange rate established
on the effective date of such currency swap agreement;
|
| • |
on or before each distribution date, (1) the rate of interest on the class A-5 notes multiplied by the outstanding principal balance of the class A-5 notes denominated in the applicable currency and (2) the currency equivalent of the
U.S. Dollars such swap counterparty concurrently receives from the trust as a payment of principal allocated to the class A-5 notes, including, on the maturity date for the class A-5 notes, if a currency swap agreement is then in
effect, the remaining outstanding principal balance of the class A-5 notes, but only to the extent that the required U.S. Dollar equivalent amount is received from the trust on such date, using the exchange rate established on the
applicable effective date of the currency swap agreement;
|
| • |
with respect to a distribution date that is also a reset date, other than for distribution dates during a reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting
in a successful remarketing or an exercise of the call option, additional interest at the applicable interest rate and in the applicable currency for the class A-5 notes from and including the related reset date to, but excluding, the
second business day following the related reset date; and
|
| • |
on the reset date corresponding to a successful remarketing or an exercise of the call option of the class A-5 notes, the currency equivalent of all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the
call option received as of that reset date, as applicable, using the exchange rate established on the effective date of the applicable currency swap agreement for that reset date.
|
| • |
on the effective date of such currency swap agreement for the related reset date, all secondary market trade proceeds received from purchasers of the class A-5 notes in the applicable currency;
|
| • |
on or before each distribution date, (1) an interest rate of the SOFR Rate plus or minus a spread, as determined from the bidding process described below, multiplied by that swap counterpart’s pro rata share, as applicable, of the
U.S. Dollar equivalent of the outstanding principal balance of the class A-5 notes, and (2) that swap counterpart’s pro rata share of all payments of principal in U.S. Dollars that are allocated to the class A-5 notes; provided that,
all principal payments allocated to such notes on any distribution date will be deposited into the related accumulation account and paid to each related swap counterparty on or about the next reset date (including all amounts required
to be deposited in the related accumulation account on the related reset date), but excluding all investment earnings thereon; and
|
| • |
on the reset date corresponding to a successful remarketing or an exercise of the call option of the class A-5 notes, all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option, as applicable,
received (1) from the remarketing agent that the remarketing agent either received directly from the purchasers of the class A-5 notes, if in U.S. Dollars; (2) from the new swap counterparty or counterparties pursuant to the related
currency swap agreements for the upcoming reset period, if in a currency other than U.S. Dollars; or (3) from the holder of the call option, as applicable.
|
| • |
the next succeeding related reset date resulting in a successful remarketing;
|
| • |
the purchase of all outstanding notes on a reset date, following the exercise of a call option;
|
| • |
the distribution date on which the outstanding principal balance of the class A-5 notes is reduced to zero, excluding for such purpose all amounts on deposit in the related accumulation account; or
|
| • |
the maturity date of the class A-5 notes.
|
| • |
the applicable spread as determined by the remarketing agent on the Spread Determination Date; and
|
| • |
the yield to maturity on the Spread Determination Date of the applicable fixed rate pricing benchmark, selected by the remarketing agent, as having an expected weighted average life based on a scheduled maturity at the next reset
date, which would be used in accordance with customary financial practice in pricing new issues of asset-backed securities of comparable average life, provided, that the remarketing agent shall establish that fixed rate equal to the
rate that, in the reasonable opinion of the remarketing agent, will enable all of the tendered reset rate notes to be remarketed by the remarketing agent at 100% of their outstanding principal balance. However, that fixed rate of
interest will in no event be lower than the related All Hold Rate, if applicable.
|
| • |
the next succeeding reset date, if the class A-5 notes are then denominated in U.S. Dollars, or the next succeeding reset date resulting in a successful remarketing, if the class A-5 notes are then in foreign exchange mode;
|
| • |
the related reset date for which the call option is exercised;
|
| • |
the distribution date on which the outstanding principal balance of the class A-5 notes is reduced to zero (including as the result of the optional purchase of the remaining trust student loans by the servicer or an auction of the
trust student loans by the indenture trustee); or
|
| • |
the maturity date of the class A-5 notes.
|
| • |
an event of default under the indenture relating to the payment of principal on any class at its maturity date or to the payment of interest on any class of notes which has resulted in an acceleration of the maturity of the notes,
|
| • |
an event of default under the indenture relating to an insolvency event or a bankruptcy with respect to the trust which has resulted in an acceleration of the maturity of the notes, or
|
| • |
a liquidation of the trust assets following any event of default under the indenture,
|
| A: |
to the noteholders of the reset rate notes then denominated in U.S. Dollars and then structured not to receive a payment of principal until the end of its related reset period, the amount, if any, on deposit in the related
accumulation account for the reset rate notes (exclusive of investment earnings) in reduction of the outstanding principal balance of such reset rate notes until they are paid in full; and/or
|
| B: |
to the related currency Swap Counterparty if the reset rate notes are then in foreign exchange mode and are then structured not to receive a payment of principal until the end of their reset period, the amount, if any, on deposit in
the related accumulation account for the reset rate notes (exclusive of investment earnings) in reduction of the outstanding amount of the reset rate notes until they are paid in full;
|
| A: |
to the class A noteholders (other than the noteholders of the reset rate notes if a swap agreement with respect to interest payments to be made to such noteholders is then in effect), the Class A Noteholders’ Interest Distribution
Amount, ratably, without preference or priority of any kind, based on the amounts due and payable as the Class A Noteholders’ Interest Distribution Amount;
|
| B: |
if a swap agreement is then in effect for the reset rate noteholders with respect to interest payments to be made to such noteholders, to each Swap Counterparty, the amount of any swap interest payments due and payable by the trust
(other than as paid to that Swap Counterparty under clause FIRST); and
|
| C: |
if any swap agreement with respect to the reset rate notes has been terminated, to the related Swap Counterparty, the amount of any swap termination payments due to such Swap Counterparty under the related swap agreement due to a
swap termination event relating to a payment default by the trust, acceleration of the notes or the insolvency of the trust;
|
| A: |
if the reset rate notes are in foreign exchange mode, pro rata (1) to the class A noteholders (other than the holders of any reset rate notes then in foreign exchange mode), ratably, an amount sufficient to reduce the respective
principal balances of those class A notes to zero, and (2) to the applicable currency Swap Counterparties an amount sufficient to reduce the U.S. Dollar equivalent principal balance of the reset rate notes then in foreign exchange mode
to zero; or
|
| B: |
if the reset rate notes are then denominated in U.S. Dollars, pro rata to the class A noteholders, ratably, an amount sufficient to reduce the respective principal balances of those class A notes to zero;
|
| • |
“Benchmark” means, initially, Compounded SOFR; provided, that if the administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
|
| • |
“Benchmark Replacement” means, for any Interest Determination Date after the administrator has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred, the first alternative set forth in the order below that can be determined by the administrator, without obtaining the consent of any noteholders, as of the Benchmark Replacement Date;
|
| • |
“Benchmark Replacement Adjustment” means, for any Interest Determination Date after the administrator has determined that a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred, the first alternative set forth in the order below that can be determined by the administrator as of the Benchmark Replacement Date:
|
| • |
“Benchmark Replacement Conforming Changes” means, in connection with any determination and calculation of the Benchmark Replacement, any technical, administrative or operational changes
(including changes to the accrual period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors and other administrative matters) that the administrator decides in its reasonable
discretion may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the administrator decides that adoption of any portion of such market practice is not
administratively feasible or if the administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the administrator determines in its reasonable discretion is reasonably
necessary).
|
| • |
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation
thereof):
|
| • |
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the
calculation thereof):
|
| • |
“Compounded SOFR” with respect to any U.S. Government Securities Business Day, means:
|
| • |
“Corresponding Tenor” means, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding any business day adjustment) as the
applicable tenor for the then-current Benchmark.
|
| • |
“FRBNY” means the Federal Reserve Bank of New York.
|
| • |
“FRBNY’s Website” means the website of the FRBNY, currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind or at such other page as may replace such page on the FRBNY’s website.
|
| • |
“Interest Determination Date” means, for each accrual period, the second Business Day before the beginning of that accrual period.
|
| • |
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time,
or any successor definitional booklet for interest rate derivatives published from time to time.
|
| • |
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be
determined upon the occurrence of an index cessation event with respect to the Benchmark.
|
| • |
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to
the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
|
| • |
“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor
thereto.
|
| • |
“SOFR” means, with respect to any date of determination, the secured overnight financing rate for the applicable tenor published on such date by the Federal Reserve Bank of New York, as the
administrator of the Benchmark (or any successor administrator of the benchmark rate) on the website of the Federal Reserve Bank of New York, or any successor source.
|
| • |
“SOFR Adjustment Conforming Changes” means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the accrual period, timing and frequency of
determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the administrator decides, from time to time, may be appropriate to adjust such SOFR rate in a manner substantially
consistent with or conforming to market practice (or, if the administrator decides that adoption of any portion of such market practice is not administratively feasible or if the administrator determines that no market practice exists,
in such other manner as the administrator determines is reasonably necessary).
|
| • |
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
|
| • |
“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed
income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
|
| • |
pay to noteholders the interest payable on the related distribution date; and
|
| • |
reduce the outstanding principal amount of each class of notes then outstanding on the related distribution date to zero, taking into account all amounts then on deposit in any accumulation account.
|
| • |
are then structured not to receive a payment of principal until the end of the related reset period, the outstanding principal balance of the reset rate notes will be deemed to have been reduced by any amounts on deposit, exclusive
of any investment earnings, in the related accumulation account; and/or
|
| • |
are then denominated in a non-U.S. Dollar currency, the U.S. Dollar equivalent of the then-outstanding principal balance of the reset rate notes will be determined based upon the exchange rate provided for in the related currency
swap agreement or agreements.
|
| • |
the minimum purchase amount described under “—Optional Purchase” above (plus any amounts owed to the servicer as carryover servicing fees); or
|
| • |
the fair market value of the trust student loans as of the end of the related collection period.
|
| • |
to correct or amplify the description of any property at any time subject to the lien of the indenture, or better to assure, convey and confirm unto the indenture trustee any property subject or required to be subjected to the lien
of the indenture, or to subject to the lien of the indenture any additional property;
|
| • |
to evidence the succession of another person to the trust, and the assumption by any such successor of the covenants of the trust in the indenture and in the notes;
|
| • |
to add to the covenants of the trust for the benefit of the noteholders or to surrender any right or power herein conferred upon the trust;
|
| • |
to convey, transfer, assign, mortgage or pledge any additional property to the indenture trustee;
|
| • |
to cure any ambiguity, to correct or supplement any provision in the indenture which may be inconsistent with any other provision of the indenture; provided that such action shall not materially adversely affect the interests of the
noteholders; or
|
| • |
to modify, eliminate or add to the provisions of the indenture to such extent as shall be necessary to effect the qualification of this indenture under the Trust Indenture Act or under any similar federal statute later enacted and to
add to the indenture such other provisions as may be expressly required by the Trust Indenture Act.
|
| • |
change the date of payment of any installment of principal of or interest on any note, or reduce the principal amount thereof, the interest rate thereon or the redemption price with respect thereto, change the provisions of the
indenture relating to the application of collections on, or the proceeds of the sale of, the trust estate to payment of principal of or interest on the notes, or change any place of payment where, or the coin or currency in which, any
note or the interest thereon is payable or impair the right to institute suit for the enforcement of the provisions of the indenture requiring the application of funds available therefor to the payment of any such amount due on the
notes on or after the respective due dates thereof (or, in the case of redemption, on or after the redemption date);
|
| • |
reduce the percentage of the outstanding amount of the notes, the consent of the noteholders of which is required for any such supplemental indenture, or the consent of the noteholders of which is required for any waiver of
compliance with certain provisions of the indenture or certain defaults thereunder and their consequences provided for in the indenture;
|
| • |
modify or alter the provisions of the proviso to the definition of the term “Outstanding”;
|
| • |
reduce the percentage of outstanding notes whose holders must consent to any supplemental indenture;
|
| • |
reduce the percentage of outstanding notes whose holders must consent to a sale or liquidation of the trust student loans if the proceeds of the sale would be insufficient to pay the principal amount and accrued interest on the
notes;
|
| • |
modify the provisions of the indenture which specify the applicable percentages of principal amount of notes necessary to take specified actions except to increase these percentages or to specify additional provisions;
|
| • |
modify any of the provisions of the indenture to affect the calculation of interest or principal due on any note on any distribution date or to affect the rights of the noteholders to the benefit of any provisions for the mandatory
redemption of the notes; or
|
| • |
permit the creation of any lien ranking prior or equal to the lien of the indenture on any of the collateral for that series or, except as otherwise permitted or contemplated in that indenture, terminate the lien of the indenture on
any collateral or deprive the holder of any note of the security afforded by that lien.
|
| • |
a default for five Business Days or more in the payment of any interest on any note after it is due and payable;
|
| • |
a default in the payment of the principal of any note at maturity;
|
| • |
a default in the performance of any covenant or agreement of the trust in the indenture, or a material breach of any representation or warranty made by the trust in the indenture or in any certificate, if the default or breach has a
material adverse effect on the holders of the notes and is not cured within 30 days after notice by the indenture trustee or by holders of at least 25% in principal amount of the outstanding notes; or
|
| • |
the occurrence of an insolvency event involving the trust.
|
| • |
exercise remedies as a secured party against the trust student loans and other assets of the trust that are subject to the lien of the indenture;
|
| • |
sell the trust student loans and other assets of the trust; or
|
| • |
elect to have the eligible lender trustee, maintain ownership of the trust student loans and continue to apply collections on them as if there had been no declaration of acceleration.
|
| • |
the holders of all the outstanding notes consent to the sale;
|
| • |
the proceeds of the sale are sufficient to pay in full the principal and accrued interest on the outstanding notes, at the date of the sale; or
|
| • |
the indenture trustee determines that the collections would not be sufficient on an ongoing basis to make all payments on the notes as the payments would have become due if the notes had not been declared due and payable, and the
indenture trustee obtains the consent of the holders of 66 2/3% of the outstanding notes.
|
| • |
the holder previously has given to the indenture trustee written notice of a continuing event of default;
|
| • |
the holders of not less than 25% of the outstanding notes, have requested in writing that the indenture trustee institute a proceeding in its own name as indenture trustee;
|
| • |
the holder or holders have offered the indenture trustee reasonable indemnity;
|
| • |
the indenture trustee has for 60 days after receipt of notice failed to institute the proceeding; and
|
| • |
no direction inconsistent with the written request has been given to the indenture trustee during the 60-day period by the holders of a majority of the outstanding notes.
|
| • |
the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia;
|
| • |
the surviving entity expressly assumes the trust’s obligation to make due and punctual payments on the notes and the performance or observance of every agreement and covenant of the trust under the indenture;
|
| • |
no default will occur and be continuing immediately after the merger or consolidation;
|
| • |
the trust has been advised that the ratings then applicable to the notes would not be reduced or withdrawn as a result of the merger or consolidation;
|
| • |
any action that is necessary to maintain the lien and security interest created by the indenture shall have been taken; and
|
| • |
the trust has received opinions of federal and Delaware tax counsel that the consolidation or merger would have no material adverse U.S. federal or Delaware state tax consequences to the trust or to any holder of the notes.
|
| • |
except as expressly permitted by the indenture, the transfer and servicing agreements or other related documents, sell, transfer, exchange or otherwise dispose of any of the assets of that trust;
|
| • |
claim any credit on or make any deduction from the principal and interest payable on notes of the series, other than amounts withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or
former holder of notes because of the payment of taxes levied or assessed upon the trust;
|
| • |
except as contemplated by the indenture and the related documents, dissolve or liquidate in whole or in part;
|
| • |
permit the validity or effectiveness of the indenture to be impaired or permit any person to be released from any covenants or obligations under the indenture, except as expressly permitted by the indenture; or
|
| • |
permit any lien, charge or other encumbrance to be created on the assets of the trust, except as expressly permitted by the indenture and the related documents.
|
| • |
A financing statement or statements covering the student loans naming each related seller, as seller/debtor, was filed under the UCC to protect the interest of the depositor in the event that the transfer by such seller is deemed to
be an assignment of collateral as security; and
|
| • |
A financing statement or statements covering the trust student loans naming the depositor, as seller/debtor, was also filed under the UCC to protect the interest of the eligible lender trustee, in the event that the transfer by the
depositor is deemed to be an assignment of collateral as security.
|
| • |
a citizen or individual resident of the United States;
|
| • |
a corporation (including an entity treated as such) organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
| • |
an estate the income of which is includible in gross income for U.S. federal income tax purposes, regardless of its source; or
|
| • |
a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust.
|
| • |
is not actually or constructively a “10 percent shareholder” of Navient, Navient Credit Finance Corporation, the depositor or the trust, or a “controlled foreign corporation” with respect to which Navient, Navient Credit Finance
Corporation, the depositor or the trust is a “related person” within the meaning of the Code, and
|
| • |
provides an appropriate statement, signed under penalties of perjury, certifying that the holder is a foreign person and providing that foreign person’s name and address. For beneficial owners that are individuals or entities treated
as corporations, this certification may be made on Form W-8BEN or Form W-8BEN-E. If the information provided in this statement changes, the foreign person must report that change within 30 days of such change. The statement generally
must be provided in the year a payment occurs or in any of the three preceding years.
|
| • |
the gain is not effectively connected with the conduct of a trade or business in the United States by the foreign person, and
|
| • |
in the case of an individual foreign person, the foreign person is not present in the United States for 183 days or more in the taxable year and certain other requirements are met.
|
| • |
employee benefit plans as defined in Section 3(3) of ERISA that are subject to Title I of ERISA;
|
| • |
certain other retirement plans and arrangements described in Section 4975 of the Code, including:
|
| • |
collective investment funds and separate accounts and, as applicable, insurance company general accounts in which those plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA
and Section 4975 of the Code;
|
| • |
any other entity whose assets are deemed to be “plan assets” as a result of any of the above plans, arrangements, funds or accounts investing in such entity; and
|
| • |
persons who are fiduciaries with respect to plans in connection with the investment of plan assets.
|
| • |
Prohibited Transaction Class Exemption (“PTCE”) 96‑23, which exempts certain transactions effected on behalf of a Plan by an “in‑house asset manager”;
|
| • |
PTCE 90‑1, which exempts certain transactions between insurance company separate accounts and Parties in Interest;
|
| • |
PTCE 91‑38, which exempts certain transactions between bank collective investment funds and Parties in Interest;
|
| • |
PTCE 95‑60, which exempts certain transactions between insurance company general accounts and Parties in Interest; or
|
| • |
PTCE 84‑14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager.”
|
| • |
Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;
|
| • |
Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the distribution date; and
|
| • |
Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and the items required pursuant to Items 1122 and 1123 of Regulation AB under the Securities Act.
|
| • |
if the Pool Balance as of the last day of the related collection period is greater than 40% of the Initial Pool Balance, then the Adjusted Pool Balance shall be the sum of that Pool Balance and the Specified Reserve Account Balance
for that distribution date, or
|
| • |
if the Pool Balance as of the last day of the related collection period is less than or equal to 40% of the Initial Pool Balance, then the Adjusted Pool Balance shall be that Pool Balance.
|
| • |
all collections on the trust student loans, including any guarantee payments received on the trust student loans, but net of:
|
| • |
any interest subsidy payments and special allowance payments received by the servicer or the eligible lender trustee with respect to the trust student loans during that collection period;
|
| • |
all proceeds of the liquidation of defaulted trust student loans which were liquidated during that collection period in accordance with the servicer’s customary servicing procedures, net of expenses incurred by the servicer related
to their liquidation and any amounts required by law to be remitted to the borrower on the liquidated student loans, and all recoveries on liquidated student loans which were written off in prior collection periods or during that
collection period;
|
| • |
the aggregate purchase amounts received during that collection period for those trust student loans repurchased by the depositor or purchased by the servicer or for trust student loans sold to another eligible lender pursuant to the
servicing agreement;
|
| • |
the aggregate purchase amounts received during that collection period for those trust student loans purchased by the sellers;
|
| • |
the aggregate amounts, if any, received from the sellers, the depositor or the servicer as the case may be, as reimbursement of non-guaranteed interest amounts, or lost interest subsidy payments and special allowance payments, on the
trust student loans pursuant to the sale agreement or the servicing agreement;
|
| • |
amounts received by the trust pursuant to the servicing agreement during that collection period as to yield or principal adjustments;
|
| • |
any interest remitted by the administrator to the collection account prior to that distribution date or monthly servicing date;
|
| • |
investment earnings for that distribution date earned on amounts on deposit in each Trust Account (other than any accumulation account and any currency account);
|
| • |
investment earnings actually received by the trust for that distribution date earned on amounts on deposit in any accumulation account;
|
| • |
amounts transferred from the remarketing fee account in excess of the Reset Period Target Amount for that distribution date;
|
| • |
amounts transferred from any investment premium purchase account in excess of the amount required to be on deposit therein pursuant to the formula set forth in the administration agreement;
|
| • |
all amounts on deposit in any investment reserve account not transferred to the accumulation account to offset realized losses on eligible investments as of that distribution date;
|
| • |
all amounts on deposit in any supplemental interest account;
|
| • |
amounts transferred from the reserve account in excess of the Specified Reserve Account Balance as of that distribution date;
|
| • |
all amounts received by the trust from any potential future cap counterparty, or otherwise under any potential future interest rate cap agreement, for deposit into the collection account for that distribution date; and
|
| • |
all amounts received by the trust from any Swap Counterparty for deposit into the collection account, but only to the extent paid in U.S. Dollars, for that distribution date;
|
| • |
if the class A-5 notes did not have at least one related swap agreement in effect during the previous reset period, the floating rate applicable for the most recent reset period during which the Failed Remarketing Rate was not in
effect; or
|
| • |
if the class A-5 notes had one or more swap agreements in effect during the previous reset period, the weighted average of the floating rates of interest that were due to the related Swap Counterparties from the trust during the
previous reset period.
|
| • |
the Class A Noteholders’ Interest Distribution Amount on the preceding distribution date, over
|
| • |
the amount of interest actually distributed to the class A noteholders on that preceding distribution date,
|
| • |
the Class A Noteholders’ Principal Distribution Amount on that distribution date, over
|
| • |
the amount of principal actually distributed or allocated to the class A noteholders or deposited into the accumulation account on that distribution date.
|
| • |
the amount of interest accrued at the class A note interest rates for the related accrual period on the aggregate outstanding principal balances of all classes of class A notes on the immediately preceding distribution date, after
giving effect to all principal distributions to class A noteholders on that preceding distribution date; and
|
| • |
the Class A Note Interest Shortfall for that distribution date.
|
| • |
the Class B Noteholders’ Interest Distribution Amount on the preceding distribution date, over
|
| • |
the amount of interest actually distributed to the class B noteholders on that preceding distribution date,
|
| • |
the Class B Noteholders’ Principal Distribution Amount on that distribution date, over
|
| • |
the amount of principal actually distributed to the class B noteholders on that distribution date.
|
| • |
the amount of interest accrued at the class B note rate for the related accrual period on the outstanding principal balance of the class B notes on the immediately preceding distribution date, after giving effect to all principal
distributions to class B noteholders on that preceding distribution date, and
|
| • |
the Class B Note Interest Shortfall for that distribution date.
|
| • |
prior to the Stepdown Date or with respect to any distribution date on which a Trigger Event is in effect, zero; and
|
| • |
on and after the Stepdown Date and provided that no Trigger Event is in effect, a fraction expressed as a percentage, the numerator of which is the aggregate principal balance of the class B notes immediately prior to that
distribution date and the denominator of which is the aggregate principal balance of all outstanding notes, less all amounts (other than investment earnings) on deposit in the accumulation account, immediately prior to that distribution
date.
|
| • |
the remarketing agent, in consultation with the administrator, cannot establish one or more of the terms required to be set on the Remarketing Terms Determination Date,
|
| • |
the remarketing agent are unable to establish the related Spread or fixed rate on the Spread Determination Date,
|
| • |
the remarketing agent are unable to remarket some or all of the tendered reset rate notes at the Spread or fixed rate established on the Spread Determination Date, or committed purchasers default on their purchase obligations, and
the remarketing agent, in their sole discretion, elect not to purchase those class A-5 notes themselves,
|
| • |
the remarketing agent, in consultation with the administrator, are unable to obtain one or more swap agreements meeting the required criteria, if applicable,
|
| • |
certain conditions specified in the remarketing agreement are not satisfied, or
|
| • |
any applicable Rating Agency Condition has not been satisfied.
|
| • |
all payments received by the trust through that date from borrowers, the guaranty agencies and the Department of Education;
|
| • |
all amounts received by the trust through that date from repurchases of the trust student loans by any of the sellers, the depositor or the servicer;
|
| • |
all liquidation proceeds and Realized Losses on the trust student loans liquidated through that date;
|
| • |
the amount of any adjustments to balances of the trust student loans that the servicer makes under the servicing agreement through that date; and
|
| • |
the amount by which guarantor reimbursements of principal on defaulted trust student loans through that date are reduced from 100% to 98%, or other applicable percentage, as required by the risk sharing provisions of the Higher
Education Act.
|
| • |
as to the initial distribution date, the amount by which the aggregate outstanding principal amount of the notes exceeds the Adjusted Pool Balance for that distribution date, and
|
| • |
as to each subsequent distribution date, the amount by which the Adjusted Pool Balance for the preceding distribution date exceeds the Adjusted Pool Balance for that distribution date.
|
| • |
the product of:
|
| • |
an amount that satisfies the Rating Agency Condition.
|
| • |
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;
|
| • |
was fully disbursed;
|
| • |
was not more than 210 days past due;
|
| • |
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.
|
|
Aggregate Outstanding Principal Balance
|
$
|
244,613,468
|
||
|
Aggregate Outstanding Principal Balance – Treasury Bill
|
$
|
809,630
|
||
|
Percentage of Aggregate Outstanding Principal Balance – Treasury Bill
|
0.33
|
%
|
||
|
Aggregate Outstanding Principal Balance – 30-day SOFR
|
$
|
243,803,838
|
||
|
Percentage of Aggregate Outstanding Principal Balance – 30-day SOFR
|
99.67
|
%
|
||
|
Number of Borrowers
|
8,971
|
|||
|
Average Outstanding Principal Balance Per Borrower
|
$
|
27,267
|
||
|
Number of Loans
|
15,670
|
|||
|
Average Outstanding Principal Balance Per Loan – Treasury Bill
|
$
|
44,979
|
||
|
Average Outstanding Principal Balance Per Loan – 30-day SOFR
|
$
|
15,577
|
||
|
Weighted Average Remaining Term to Scheduled Maturity
|
161 months
|
|||
|
Weighted Average Annual Interest Rate
|
4.04
|
%
|
||
|
Interest Rates
|
Number
of Loans
|
Aggregate
Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
Less than or equal to 3.00%
|
2,797
|
$
|
36,385,454
|
14.9
|
%
|
|||||||
|
3.01% to 3.50%
|
5,211
|
57,984,159
|
23.7
|
|||||||||
|
3.51% to 4.00%
|
3,414
|
54,610,886
|
22.3
|
|||||||||
|
4.01% to 4.50%
|
3,001
|
54,844,559
|
22.4
|
|||||||||
|
4.51% to 5.00%
|
483
|
12,391,448
|
5.1
|
|||||||||
|
5.01% to 5.50%
|
223
|
6,664,964
|
2.7
|
|||||||||
|
5.51% to 6.00%
|
137
|
4,849,228
|
2.0
|
|||||||||
|
6.01% to 6.50%
|
105
|
3,108,521
|
1.3
|
|||||||||
|
6.51% to 7.00%
|
94
|
4,308,241
|
1.8
|
|||||||||
|
7.01% to 7.50%
|
68
|
2,844,091
|
1.2
|
|||||||||
|
7.51% to 8.00%
|
74
|
2,992,701
|
1.2
|
|||||||||
|
8.01% to 8.50%
|
56
|
3,381,919
|
1.4
|
|||||||||
|
Equal to or greater than 8.51%
|
7
|
247,296
|
0.1
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0 | % | |||||||
|
Range of Outstanding
Principal Balance
|
Number of
Borrowers
|
Aggregate
Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
||||||||||
|
Less than $5,000.00
|
1,811
|
$
|
4,303,612
|
1.8
|
%
|
||||||||
|
$5,000.00-$ 9,999.99
|
1,499
|
11,094,495
|
4.5
|
||||||||||
|
$10,000.00-$14,999.99
|
1,204
|
14,906,243
|
6.1
|
||||||||||
|
$15,000.00-$19,999.99
|
806
|
14,021,759
|
5.7
|
||||||||||
|
$20,000.00-$24,999.99
|
635
|
14,122,709
|
5.8
|
||||||||||
|
$25,000.00-$29,999.99
|
528
|
14,462,405
|
5.9
|
||||||||||
|
$30,000.00-$34,999.99
|
425
|
13,771,496
|
5.6
|
||||||||||
|
$35,000.00-$39,999.99
|
288
|
10,742,182
|
4.4
|
||||||||||
|
$40,000.00-$44,999.99
|
228
|
9,658,909
|
3.9
|
||||||||||
|
$45,000.00-$49,999.99
|
210
|
9,928,878
|
4.1
|
||||||||||
|
$50,000.00-$54,999.99
|
173
|
9,036,891
|
3.7
|
||||||||||
|
$55,000.00-$59,999.99
|
140
|
8,032,255
|
3.3
|
||||||||||
|
$60,000.00-$64,999.99
|
124
|
7,732,363
|
3.2
|
||||||||||
|
$65,000.00-$69,999.99
|
90
|
6,068,802
|
2.5
|
||||||||||
|
$70,000.00-$74,999.99
|
87
|
6,295,223
|
2.6
|
||||||||||
|
$75,000.00-$79,999.99
|
83
|
6,429,121
|
2.6
|
||||||||||
|
$80,000.00-$84,999.99
|
59
|
4,875,285
|
2.0
|
||||||||||
|
$85,000.00-$89,999.99
|
78
|
6,824,659
|
2.8
|
||||||||||
|
$90,000.00-$94,999.99
|
42
|
3,877,093
|
1.6
|
||||||||||
|
$95,000.00-$99,999.99
|
61
|
5,945,035
|
2.4
|
||||||||||
|
$100,000.00 and above
|
400
|
62,484,055
|
25.5
|
||||||||||
|
Total
|
8,971
|
$
|
244,613,468
|
100.0
|
%
|
||||||||
|
Number of Days Delinquent
|
Number
of Loans
|
Aggregate
Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
0-30 days
|
14,341
|
$
|
217,175,893
|
88.8
|
%
|
|||||||
|
31-60 days
|
371
|
7,120,364
|
2.9
|
|||||||||
|
61-90 days
|
271
|
5,127,122
|
2.1
|
|||||||||
|
91-120 days
|
141
|
3,050,879
|
1.2
|
|||||||||
|
121-150 days
|
101
|
2,340,078
|
1.0
|
|||||||||
|
151-180 days
|
79
|
2,378,444
|
1.0
|
|||||||||
|
181-210 days
|
71
|
1,274,258
|
0.5
|
|||||||||
|
Greater than 210 days
|
295
|
6,146,432
|
2.5
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0
|
%
|
|||||||
|
Number of Months
Remaining to
Scheduled Maturity
|
Number
of Loans
|
Aggregate
Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
0 to 3
|
199
|
$
|
47,471
|
*
|
||||||||
|
4 to 12
|
640
|
478,971
|
0.2
|
%
|
||||||||
|
13 to 24
|
875
|
1,532,292
|
0.6
|
|||||||||
|
25 to 36
|
712
|
2,299,860
|
0.9
|
|||||||||
|
37 to 48
|
643
|
2,769,344
|
1.1
|
|||||||||
|
49 to 60
|
1,972
|
10,242,341
|
4.2
|
|||||||||
|
61 to 72
|
924
|
6,497,500
|
2.7
|
|||||||||
|
73 to 84
|
737
|
6,311,385
|
2.6
|
|||||||||
|
85 to 96
|
646
|
6,236,005
|
2.5
|
|||||||||
|
97 to 108
|
525
|
6,161,328
|
2.5
|
|||||||||
|
109 to 120
|
1,916
|
28,901,078
|
11.8
|
|||||||||
|
121 to 132
|
1,127
|
21,623,568
|
8.8
|
|||||||||
|
133 to 144
|
871
|
17,507,874
|
7.2
|
|||||||||
|
145 to 156
|
854
|
21,004,875
|
8.6
|
|||||||||
|
157 to 168
|
660
|
18,063,848
|
7.4
|
|||||||||
|
169 to 180
|
619
|
18,869,974
|
7.7
|
|||||||||
|
181 to 192
|
404
|
13,780,008
|
5.6
|
|||||||||
|
193 to 204
|
295
|
9,815,231
|
4.0
|
|||||||||
|
205 to 216
|
228
|
8,131,082
|
3.3
|
|||||||||
|
217 to 228
|
168
|
6,773,514
|
2.8
|
|||||||||
|
229 to 240
|
133
|
6,121,807
|
2.5
|
|||||||||
|
241 to 252
|
101
|
4,175,483
|
1.7
|
|||||||||
|
253 to 264
|
56
|
2,610,349
|
1.1
|
|||||||||
|
265 to 276
|
57
|
3,156,599
|
1.3
|
|||||||||
|
277 to 288
|
66
|
3,360,446
|
1.4
|
|||||||||
|
289 to 300
|
79
|
4,375,257
|
1.8
|
|||||||||
|
301 to 312
|
83
|
6,160,368
|
2.5
|
|||||||||
|
313 to 324
|
13
|
1,114,732
|
0.5
|
|||||||||
|
325 to 336
|
9
|
978,511
|
0.4
|
|||||||||
|
337 to 348
|
25
|
1,720,318
|
0.7
|
|||||||||
|
349 to 360
|
18
|
2,629,503
|
1.1
|
|||||||||
|
361 and above
|
15
|
1,162,546
|
0.5
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0
|
%
|
|||||||
|
*
|
Represents a percentage greater than 0% but less than 0.05%.
|
| * |
Represents a percentage greater than 0% but less than 0.05%.
|
|
Current Borrower Payment Status
|
Number
of Loans
|
Aggregate
Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
Deferment
|
422
|
$
|
8,601,551
|
3.5
|
%
|
|||||||
|
Forbearance
|
1,042
|
22,476,287
|
9.2
|
|||||||||
|
Repayment
|
||||||||||||
|
First year in repayment
|
118
|
5,432,689
|
2.2
|
|||||||||
|
Second year in repayment
|
164
|
6,399,796
|
2.6
|
|||||||||
|
Third year in repayment
|
183
|
6,262,246
|
2.6
|
|||||||||
|
More than 3 years in repayment
|
13,741
|
195,440,900
|
79.9
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0
|
%
|
|||||||
| • |
may have temporarily ceased repaying the loan through a deferment or a forbearance period (this category includes the Coronavirus Disaster
Forbearance Program); or
|
| • |
may be currently required to repay the loan – repayment.
|
|
Scheduled Months in Status Remaining
|
||||||
|
Current Borrower Payment Status
|
Deferment
|
Forbearance
|
Repayment
|
|||
|
Deferment
|
14.5
|
-
|
191.8
|
|||
|
Forbearance
|
-
|
17.4
|
191.8
|
|||
|
Repayment
|
-
|
-
|
153.6
|
|||
|
State
|
Number
of Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
Alabama
|
169
|
$
|
2,425,118
|
1.0
|
%
|
|||||||
|
Alaska
|
16
|
329,778
|
0.1
|
|||||||||
|
Arizona
|
297
|
5,986,252
|
2.4
|
|||||||||
|
Arkansas
|
115
|
1,281,817
|
0.5
|
|||||||||
|
California
|
1,431
|
22,967,990
|
9.4
|
|||||||||
|
Colorado
|
274
|
4,131,089
|
1.7
|
|||||||||
|
Connecticut
|
279
|
4,624,277
|
1.9
|
|||||||||
|
Delaware
|
51
|
1,111,079
|
0.5
|
|||||||||
|
District of Columbia
|
59
|
858,699
|
0.4
|
|||||||||
|
Florida
|
1,254
|
20,142,074
|
8.2
|
|||||||||
|
Georgia
|
514
|
9,830,700
|
4.0
|
|||||||||
|
Hawaii
|
72
|
770,122
|
0.3
|
|||||||||
|
Idaho
|
88
|
1,583,113
|
0.6
|
|||||||||
|
Illinois
|
533
|
8,109,540
|
3.3
|
|||||||||
|
Indiana
|
576
|
7,658,377
|
3.1
|
|||||||||
|
Iowa
|
71
|
1,197,977
|
0.5
|
|||||||||
|
Kansas
|
294
|
3,684,102
|
1.5
|
|||||||||
|
Kentucky
|
135
|
1,581,569
|
0.6
|
|||||||||
|
Louisiana
|
556
|
10,203,648
|
4.2
|
|||||||||
|
Maine
|
43
|
341,075
|
0.1
|
|||||||||
|
Maryland
|
394
|
6,545,405
|
2.7
|
|||||||||
|
Massachusetts
|
410
|
6,526,610
|
2.7
|
|||||||||
|
Michigan
|
315
|
5,187,596
|
2.1
|
|||||||||
|
Minnesota
|
188
|
2,878,220
|
1.2
|
|||||||||
|
State
|
Number
of Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
Mississippi
|
154
|
2,395,478
|
1.0
|
|||||||||
|
Missouri
|
307
|
4,555,391
|
1.9
|
|||||||||
|
Montana
|
21
|
230,608
|
0.1
|
|||||||||
|
Nebraska
|
41
|
476,167
|
0.2
|
|||||||||
|
Nevada
|
113
|
1,354,450
|
0.6
|
|||||||||
|
New Hampshire
|
84
|
767,566
|
0.3
|
|||||||||
|
New Jersey
|
507
|
7,548,616
|
3.1
|
|||||||||
|
New Mexico
|
60
|
1,337,824
|
0.5
|
|||||||||
|
New York
|
1,109
|
16,271,553
|
6.7
|
|||||||||
|
North Carolina
|
351
|
5,277,656
|
2.2
|
|||||||||
|
North Dakota
|
7
|
109,753
|
*
|
|||||||||
|
Ohio
|
481
|
6,852,797
|
2.8
|
|||||||||
|
Oklahoma
|
293
|
4,963,733
|
2.0
|
|||||||||
|
Oregon
|
197
|
3,079,861
|
1.3
|
|||||||||
|
Pennsylvania
|
541
|
8,710,162
|
3.6
|
|||||||||
|
Rhode Island
|
53
|
558,093
|
0.2
|
|||||||||
|
South Carolina
|
182
|
4,063,781
|
1.7
|
|||||||||
|
South Dakota
|
13
|
215,642
|
0.1
|
|||||||||
|
Tennessee
|
269
|
3,787,221
|
1.5
|
|||||||||
|
Texas
|
1,533
|
23,561,448
|
9.6
|
|||||||||
|
Utah
|
49
|
720,655
|
0.3
|
|||||||||
|
Vermont
|
28
|
462,972
|
0.2
|
|||||||||
|
Virginia
|
431
|
6,895,874
|
2.8
|
|||||||||
|
Washington
|
377
|
4,685,707
|
1.9
|
|||||||||
|
West Virginia
|
79
|
1,200,683
|
0.5
|
|||||||||
|
Wisconsin
|
112
|
1,701,352
|
0.7
|
|||||||||
|
Wyoming
|
11
|
156,967
|
0.1
|
|||||||||
|
Other
|
133
|
2,715,235
|
1.1
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0
|
%
|
|||||||
| * |
Represents a percentage greater than 0% but less than 0.05%.
|
|
Loan Repayment Terms
|
Number
of Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
Level Repayment
|
7,359
|
$
|
89,545,154
|
36.6
|
%
|
|||||||
|
Other Repayment Options(1)
|
6,288
|
101,075,308
|
41.3
|
|||||||||
|
Income-driven Repayment(2)
|
2,023
|
53,993,006
|
22.1
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0
|
%
|
|||||||
| (1) |
Includes, among others, graduated repayment and interest-only period loans.
|
| (2) |
Includes income sensitive and income based repayment.
|
|
Loan Type
|
Number
of Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
Subsidized
|
7,456
|
$
|
99,354,207
|
40.6
|
%
|
|||||||
|
Unsubsidized
|
8,214
|
145,259,261
|
59.4
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0
|
%
|
|||||||
|
Disbursement Date
|
Number
of Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
September 30, 1993 and earlier
|
6
|
$
|
164,165
|
0.1
|
%
|
|||||||
|
October 1, 1993 through June 30, 2006
|
15,664
|
244,449,303
|
99.9
|
|||||||||
|
July 1, 2006 and later
|
0
|
0
|
0.0
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0
|
%
|
|||||||
|
Name of Guaranty Agency
|
Number
of Loans
|
Aggregate
Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
|
American Student Assistance
|
652
|
$
|
7,970,263
|
3.3
|
%
|
|||||||
|
Educational Credit Management Corporation
|
1,324
|
16,781,783
|
6.9
|
|||||||||
|
Florida Off Of Student Fin'l Assistance
|
332
|
3,949,561
|
1.6
|
|||||||||
|
Great Lakes Higher Education Corporation
|
7,308
|
130,839,067
|
53.5
|
|||||||||
|
Kentucky Higher Educ. Asst. Auth.
|
400
|
5,286,310
|
2.2
|
|||||||||
|
Michigan Guaranty Agency
|
165
|
2,711,941
|
1.1
|
|||||||||
|
Oklahoma Guaranteed Stud Loan Prog
|
280
|
4,464,018
|
1.8
|
|||||||||
|
Pennsylvania Higher Education Assistance Agency
|
1,602
|
22,662,628
|
9.3
|
|||||||||
|
Texas Guaranteed Student Loan Corp
|
3,607
|
49,947,895
|
20.4
|
|||||||||
|
Total
|
15,670
|
$
|
244,613,468
|
100.0
|
%
|
|||||||
|
Federal Fiscal Year
|
Federal Guaranty Reserve
Fund Level1
|
|
2015
|
1.05%
|
|
2016
|
1.37%
|
|
2017
|
1.80%
|
|
2018
|
2.21%
|
|
2019
|
0.64%
|
|
Federal Fiscal Year
|
Federal Guaranty Reserve
Fund Level1
|
|
2014
|
0.277%
|
|
2015
|
0.251%
|
|
2016
|
0.308%
|
|
2017
|
0.350%
|
|
2018
|
0.363%
|
|
Federal Fiscal Year
|
Federal Guaranty Reserve
Fund Level1
|
|
2014
|
0.377%
|
|
2015
|
0.295%
|
|
2016
|
0.373%
|
|
2017
|
0.430%
|
|
2018
|
0.460%
|
|
Federal Fiscal Year
|
Claims Rate
|
|
2015
|
0.96%
|
|
2016
|
1.00%
|
|
2017
|
0.35%
|
| 2018 | 0.35% |
|
2019
|
2.00%
|
|
Federal Fiscal Year
|
Claims Rate
|
|
2014
|
4.73%
|
|
2015
|
4.71%
|
|
2016
|
0.60%
|
|
2017
|
0.67%
|
|
2018
|
2.15%
|
|
Federal Fiscal Year
|
Claims Rate
|
|
2014
|
1.37%
|
|
2015
|
0.60%
|
|
2016
|
1.31%
|
|
2017
|
0.63%
|
|
2018
|
1.52%
|
|
Reserve Ratio as of Close of
Federal Fiscal Year
|
||||||||||||||||||||
|
Guarantor
|
2013
|
2014
|
2015
|
2016
|
2017
|
|||||||||||||||
|
New York State Higher Education Services Corporation
|
0.31
|
%
|
0.29
|
%
|
0.32
|
%
|
0.45
|
%
|
0.60
|
%
|
||||||||||
|
Recovery Rate
Federal Fiscal Year
|
||||||||||||||||||||
|
Guarantor
|
2013
|
2014
|
2015
|
2016
|
2017
|
|||||||||||||||
|
New York State Higher Education Services Corporation
|
25.56
|
%
|
22.74
|
%
|
21.86
|
%
|
24.86
|
%
|
25.42
|
%
|
||||||||||
|
Claims Rate
Federal Fiscal Year
|
||||||||||||||||||||
|
Guarantor
|
2013
|
2014
|
2015
|
2016
|
2017
|
|||||||||||||||
|
New York State Higher Education Services Corporation
|
1.51
|
%
|
1.52
|
%
|
0.93
|
%
|
0.62
|
%
|
0.78
|
%
|
||||||||||
| • |
default of the borrower;
|
| • |
the death, bankruptcy or permanent, total disability of the borrower;
|
| • |
closing of the borrower’s school prior to the end of the academic period;
|
| • |
false certification of the borrower’s eligibility for the loan by the school; and
|
| • |
an unpaid school refund.
|
| • |
Subsidized Stafford Loans to students who demonstrated requisite financial need;
|
| • |
Unsubsidized Stafford Loans to students who either did not demonstrate financial need or require additional loans to supplement their Subsidized Stafford Loans;
|
| • |
Parent Loans for Undergraduate Students, known as “PLUS Loans,” to parents of dependent students whose estimated costs of attending school exceeded other available financial aid; and
|
| • |
Consolidation Loans, which consolidated into a single loan a borrower’s obligations under various federally authorized education loan programs.
|
| • |
is a United States citizen, national or permanent resident;
|
| • |
has been accepted for enrollment or is enrolled and is maintaining satisfactory academic progress at a participating educational institution;
|
| • |
is carrying at least one-half of the normal full-time academic workload for the course of study the student is pursuing; and
|
| • |
meets the financial need requirements for the particular loan program.
|
|
Date of First Disbursement
|
Special Allowance Margin
|
|
|
Before 10/17/86
|
3.50%
|
|
|
From 10/17/86 through 09/30/92
|
3.25%
|
|
|
From 10/01/92 through 06/30/95
|
3.10%
|
|
|
From 07/01/95 through 06/30/98
|
||
|
3.10% for Stafford Loans that are in Repayment and all other loans
|
||
|
From 07/01/98 through 12/31/99
|
||
|
2.80% for Stafford Loans that are in Repayment and Forbearance
|
||
|
3.10% for PLUS, SLS and Consolidation Loans
|
|
Date of First Disbursement
|
Special Allowance Margin
|
|
|
From 01/01/00 through 09/30/07
|
||
|
2.34% for Stafford Loans that are in Repayment and Forbearance
|
||
|
2.64% for PLUS and Consolidation Loans
|
||
|
From 10/01/07 and after
|
1.19% for Stafford Loans that are In-School, Grace or Deferment
|
|
|
1.79% for Stafford Loans that are in Repayment and PLUS
|
||
|
2.09% for Consolidation Loans
|
|
Date of First Disbursement
|
Maximum Origination Fee
|
|
Before 07/01/06
|
3.0%
|
|
From 07/01/06 through 06/30/07
|
2.0%
|
|
From 07/01/07 through 06/30/08
|
1.5%
|
|
From 07/01/08 through 06/30/09
|
1.0%
|
|
From 07/01/09 through 06/30/10
|
0.5%
|
|
From 07/01/10 and after
|
0.0%
|
| • |
federal reimbursement of Stafford Loans made by eligible lenders to qualified students;
|
| • |
federal interest subsidy payments on Subsidized Stafford Loans paid by the Department of Education to holders of the loans in lieu of the borrowers’ making interest payments during in-school, grace and deferment periods or, in
certain cases, during enrollment in an income-based repayment plan; and
|
| • |
special allowance payments representing an additional subsidy paid by the Department of Education to the holders of eligible Stafford Loans.
|
|
Trigger Date
|
Borrower Rate
|
Maximum
Borrower Rate
|
Interest Rate Margin
|
|||
|
Before 10/01/81
|
7%
|
N/A
|
N/A
|
|||
|
From 01/01/81 through 09/12/83
|
9%
|
N/A
|
N/A
|
|||
|
From 09/13/83 through 06/30/88
|
8%
|
N/A
|
N/A
|
|||
|
From 07/01/88 through 09/30/92
|
8% for 48 months; thereafter, 91-day Treasury + Interest Rate Margin
|
8% for 48 months,
then 10%
|
3.25% for loans made before 7/23/92 and for loans made on or before 10/1/92 to new student borrowers; 3.10% for loans made after 7/23/92
and before 7/1/94 to borrowers with outstanding FFELP loans
|
|||
|
From 10/01/92 through 06/30/94
|
91-day Treasury + Interest Rate Margin
|
9%
|
3.10%
|
|||
|
From 07/01/94 through 06/30/95
|
91-day Treasury + Interest Rate Margin
|
8.25%
|
3.10%
|
|||
|
From 07/01/95 through 06/30/98
|
91-day Treasury + Interest Rate Margin
|
8.25%
|
2.50% (In-School, Grace
or Deferment);
3.10% (Repayment)
|
|||
|
From 07/01/98 through 06/30/06
|
91-day Treasury + Interest Rate Margin
|
8.25%
|
1.70% (In-School, Grace or Deferment); 2.30% (Repayment)
|
|||
|
From 07/01/06 through 06/30/08
|
6.8%
|
N/A
|
N/A
|
|||
|
From 07/01/08 through 06/30/09
|
6.0% for undergraduate subsidized loans; and 6.8% for unsubsidized loans and graduate subsidized loans
|
6.0%, 6.8%
|
N/A
|
|||
|
From 07/01/09 through 06/30/10
|
5.6% for undergraduate subsidized loans;
and 6.8% for unsubsidized loans and graduate loans
|
5.6%, 6.8%
|
N/A
|
| • |
the applicable maximum borrower rate
|
| • |
the sum of
|
| • |
the bond equivalent rate of 91-day Treasury bills auctioned at the final auction held before that June 1,
|
| • |
the applicable interest rate margin.
|
| • |
while the borrower is a qualified student,
|
| • |
during the grace period,
|
| • |
during prescribed deferment periods, and
|
| • |
in certain cases, during a borrower’s enrollment in an income-based repayment plan.
|
| • |
satisfaction of need criteria, and
|
| • |
continued eligibility of the loan for federal insurance or reinsurance.
|
|
Dependent Students
|
Independent Students
|
|||||||||||||||||||||||||||
|
Borrower’s Academic Level
|
Subsidized
and
Unsubsidized
on or after
10/1/93
|
Subsidized
and
Unsubsidized
on or after
7/1/07
|
Subsidized
and
Unsubsidized
on or after
7/1/08
|
Additional
Unsubsidized
only on
or after
7/1/94
|
Additional
Unsubsidized
only on
or after
7/1/07
|
Additional
Unsubsidized
only on
or after
7/1/08
|
Maximum
Annual
Total
Amount
|
|||||||||||||||||||||
|
Undergraduate (per year):
|
||||||||||||||||||||||||||||
|
1st year
|
$
|
2,625
|
$
|
3,500
|
$
|
5,500
|
$
|
4,000
|
$
|
4,000
|
$
|
4,000
|
$
|
9,500
|
||||||||||||||
|
2nd year
|
$
|
3,500
|
$
|
4,500
|
$
|
6,500
|
$
|
4,000
|
$
|
4,000
|
$
|
4,000
|
$
|
10,500
|
||||||||||||||
|
3rd year and above
|
$
|
5,500
|
$
|
5,500
|
$
|
7,500
|
$
|
5,000
|
$
|
5,000
|
$
|
5,000
|
$
|
12,500
|
||||||||||||||
|
Graduate (per year)
|
$
|
8,500
|
$
|
8,500
|
$
|
8,500
|
$
|
10,000
|
$
|
12,000
|
$
|
12,000
|
$
|
20,500
|
||||||||||||||
|
Aggregate Limit:
|
||||||||||||||||||||||||||||
|
Undergraduate
|
$
|
23,000
|
$
|
23,000
|
$
|
31,000
|
$
|
23,000
|
$
|
23,000
|
$
|
26,500
|
$
|
57,500
|
||||||||||||||
|
Graduate (including undergraduate)
|
$
|
65,500
|
$
|
65,500
|
$
|
65,500
|
$
|
73,000
|
$
|
73,000
|
$
|
73,000
|
$
|
138,500
|
||||||||||||||
| • |
The loan limits include both FFELP and Federal Direct Lending Program (FDLP) loans.
|
| • |
The amounts in the final column represent the combined maximum loan amount per year for Subsidized and Unsubsidized Stafford Loans. Accordingly, the maximum amount that a student may borrow under an Unsubsidized Stafford Loan is the
difference between the combined maximum loan amount and the amount the student received in the form of a Subsidized Stafford Loan.
|
| • |
Independent undergraduate students, graduate students and professional students were permitted to borrow the additional amounts shown in the third and fourth columns. Dependent undergraduate students were also permitted to receive
these additional loan amounts if their parents were unable to provide the family contribution amount and could not qualify for a PLUS Loan.
|
| • |
Students attending certain medical schools were eligible for $38,500 annually and $189,000 in the aggregate.
|
| • |
The annual loan limits were sometimes reduced when the student was enrolled in a program of less than one academic year or has less than a full academic year remaining in his program.
|
|
Outstanding FFELP Indebtedness
|
Maximum Repayment Period
|
|
|
$7,500-$9,999
|
12 Years
|
|
|
$10,000-$19,999
|
15 Years
|
|
|
$20,000-$30,000
|
20 Years
|
|
|
$30,001-$59,999
|
25 Years
|
|
|
$60,000 or more
|
30 Years
|
| Note: |
Maximum repayment period excludes authorized periods of deferment and forbearance.
|
| • |
enrolled in an approved graduate fellowship program or rehabilitation program;
|
| • |
seeking, but unable to find, full-time employment, subject to a maximum deferment of three years; or
|
| • |
having an economic hardship, as defined in the Higher Education Act, subject to a maximum deferment of three years; or
|
| • |
serving on active duty during a war or other military operation or national emergency, or performing qualifying National Guard duty during a war or other military operation or national emergency, subject, to a maximum deferment
period of three years, and effective July 1, 2006 on loans made on or after July 1, 2001.
|
| • |
the applicable maximum borrower rate
|
| • |
the sum of:
|
| • |
the applicable 1-year Index or the bond equivalent rate of 91-day Treasury bills, as applicable,
|
| • |
the applicable interest rate margin.
|
|
Trigger Date
|
Borrower Rate
|
Maximum
Borrower
Rate
|
Interest
Rate
Margin
|
|||
|
Before 10/01/81
|
9%
|
N/A
|
N/A
|
|||
|
From 10/01/81 through 10/30/82
|
14%
|
N/A
|
N/A
|
|||
|
From 11/01/82 through 06/30/87
|
12%
|
N/A
|
N/A
|
|||
|
From 07/01/87 through 09/30/92
|
1-year Index + Interest Rate Margin
|
12%
|
3.25%
|
|||
|
From 10/01/92 through 06/30/94
|
1-year Index + Interest Rate Margin
|
PLUS 10%,
SLS 11%
|
3.10%
|
|||
|
From 07/01/94 through 06/30/98
|
1-year Index + Interest Rate Margin
|
9%
|
3.10%
|
|||
|
From 07/01/98 through 06/30/06
|
91-day Treasury + Interest Rate Margin
|
9%
|
3.10%
|
|||
|
From 07/01/06
|
8.5%
|
8.5%
|
N/A
|
| • |
the borrower rate is set at the maximum borrower rate and
|
| • |
the sum of the average of the bond equivalent rates of 91-day Treasury bills auctioned during that quarter and the applicable interest rate margin exceeds the maximum borrower rate.
|
|
Claims Paid Date
|
Maximum
|
5% Trigger
|
9% Trigger
|
|||
|
Before October 1, 1993
|
100%
|
90%
|
80%
|
|||
|
October 1, 1993 — September 30, 1998
|
98%
|
88%
|
78%
|
|||
|
On or after October 1, 1998
|
95%
|
85%
|
75%
|
|
Source
|
Basis
|
|
|
Insurance Premium
|
Up to 1% of the principal amount guaranteed, withheld from the proceeds of each loan disbursement
|
|
|
Loan Processing and Issuance Fee
|
0.40% of the principal amount guaranteed, paid by the Department of Education
|
| Source |
Basis
|
|
|
Account Maintenance Fee
|
Originally 0.10%, which was reduced to 0.06% on October 1, 2007, of the original principal amount of loans outstanding, paid by the Department of Education
|
|
|
Default Aversion Fee
|
1% of the outstanding amount of loans submitted by a lender for default aversion assistance, minus 1% of the unpaid principal and interest paid on default claims, which is paid once per loan by transfers out of the Student Loan
Reserve Fund
|
|
|
Collection Retention Fee
|
16% of the amount collected on loans on which reinsurance has been paid (10% or 18.5% of the amount collected for a defaulted loan that is purchased by a lender for consolidation or rehabilitation, respectively), withheld from gross
receipts
|
| • |
borrowing through Clearstream, Luxembourg or Euroclear for one day until the purchase side of the day trade is reflected in their Clearstream, Luxembourg or Euroclear accounts, in accordance with the clearing system’s customary
procedures;
|
| • |
borrowing the Global Securities in the U.S. from a DTC participant no later than one day before settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream, Luxembourg or Euroclear account
in order to settle the sale side of the trade; or
|
| • |
staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day before the value date for the sale to the Clearstream, Luxembourg participant or
Euroclear participant.
|
| • |
each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between the beneficial owner and the U.S. entity required to
withhold tax complies with applicable certification requirements, and
|
| • |
that holder takes one of the following steps to obtain an exemption or reduced tax rate:
|
| • |
a citizen or individual resident of the United States,
|
| • |
a corporation or partnership, including an entity treated as such for U.S. federal income tax purposes, organized in or under the laws of the United States or any state thereof or the District of Columbia,
|
| • |
an estate the income of which is includible in gross income for U.S. federal income tax purposes, regardless of its source, or
|
| • |
a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust.
|
|
ELIGIBLE LENDER TRUSTEE
DEUTSCHE BANK TRUST COMPANY AMERICAS
c/o DEUTSCHE BANK NATIONAL TRUST COMPANY
1761 East St. Andrew Place
Santa Ana, CA 92705
|
DELAWARE TRUSTEE
BNY MELLON TRUST OF DELAWARE
301 Bellevue Parkway,
3rd Floor
Wilmington, Delaware 19809
|
INDENTURE TRUSTEE AND PAYING AGENT
DEUTSCHE BANK NATIONAL TRUST COMPANY
1761 E. Saint Andrew Place
Santa Ana, California 92705
|
|
MORGAN, LEWIS & BOCKIUS LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2541
|
RICHARDS, LAYTON & FINGER, P.A.
920 N. King Street
Wilmington, Delaware 19801
|
Document and Entity Information |
Jan. 13, 2026 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 13, 2026 |
| Entity File Number | 333-103545-03 |
| Entity Registrant Name | SLM Student Loan Trust 2005-5 |
| Entity Central Index Key | 0001330979 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 04-3480392 |
| Entity Address, Address Line One | 1761 East St. Andrew Place |
| Entity Address, City or Town | Santa Ana |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92705 |
| City Area Code | 703 |
| Local Phone Number | 984-5858 |
| Entity Emerging Growth Company | false |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
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