Filed Pursuant to Rule 433

Registration Statement Nos. 333-103545-03 & 333-190926

 

Subject to Completion and Modification

 

NAVIENT FUNDING, LLC HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES.  BEFORE YOU INVEST, YOU SHOULD READ THE REGISTRATION STATEMENT AND THE OTHER DOCUMENTS NAVIENT FUNDING, LLC HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT NAVIENT FUNDING, LLC AND THIS OFFERING.  YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV.

 

Free-Writing Prospectus

relating to the remarketing of

(up to)

$277,868,206

 

CLASS A-5 NOTES

 

SLM Student Loan Trust 2005-5

Issuing Entity

 

Navient Funding, LLC

Depositor

 

Navient Solutions, LLC

Sponsor, Servicer and Administrator

 

Student Loan-Backed Notes

 

The remarketing agent is remarketing, on behalf of SLM Student Loan Trust 2005-5, the class A-5 notes (the “class A-5 notes”).  The class A-5 notes were originally issued by the trust on June 29, 2005.  If successfully remarketed on October 25, 2024, the class A-5 notes will have the following terms:

 

All existing class A-5 noteholders are hereby advised that if you want to retain your class A-5 notes you are required to submit a hold notice prior to 12:00 p.m. (noon), New York City time, on October 22, 2024, to the remarketing agent.  Otherwise your notes will be deemed to have been tendered for remarketing.

 

The class A-5 notes have not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this remarketing or the accuracy or adequacy of this free-writing prospectus. Any representation to the contrary is a criminal offense.

 

You should consider carefully the risk factors on page 21 of this free-writing prospectus.

 

We are not offering the class A-5 notes in any state or other jurisdiction where the offer is prohibited.

 

This document constitutes a “free-writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended.

 

The notes are asset-backed securities and are obligations of the issuing entity, which is a trust.  They are not obligations of or interests in Navient Corporation, the sponsor, the remarketing agent, the depositor, any seller of loans to the depositor, the administrator, the servicer or any of their respective affiliates.

 

The notes are not guaranteed or insured by the United States or any governmental agency.

 

The trust relies on an exclusion or exemption from the Investment Company Act of 1940 contained in Rule 3a-7 under the Investment Company Act of 1940, although there may be additional exclusions or exemptions available to the trust.  The trust was structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this free-writing prospectus).

 

Remarketing Agent

 

Goldman Sachs & Co. LLC

October     , 2024

REMARKETING TERMS SUMMARY

 

On October 25, 2024 (absent a Failed Remarketing, or the exercise by Navient Corporation or one of its wholly‑owned subsidiaries of its call option), the class A-5 notes will be reset from their current terms to the following terms, which terms will be applicable until the next reset date for the class A-5 notes (definitions for certain capitalized terms may be found in the Glossary at the end of this free-writing prospectus):

 

 

 

 

 

The remarketing agent may be contacted as follows:

 

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attention:  Angela Li and Kiprotich Too

Telephone:  (212) 902-0089 and (917) 343-9609

Email:  Angela.Li@gs.com and Kiprotich.Too@gs.com

INTRODUCTION

 

The Student Loan-Backed Notes issued by SLM Student Loan Trust 2005-5 consist of the class A-5 notes (referred to as the “reset rate notes”) and the class A-1, class A-2, class A-3 and class A-4 notes (collectively referred to as the “floating rate class A notes”) and the class B notes (which, together with the floating rate class A notes, are referred to as the “floating rate notes” and the floating rate notes, together with the reset rate notes, are referred to as the “notes”).  As of the date of this remarketing free-writing prospectus (referred to as the “free-writing prospectus”), the class A-1 notes, the class A-2 notes, the class A-3 notes and the class A-4 notes have been paid in full and are no longer outstanding.  None of the classes of notes other than the class A-5 notes (collectively referred to as the “other notes”) are being offered under this free-writing prospectus.  Any information contained herein with respect to the other notes is provided only to present a better understanding of the class A-5 notes.  The class A-5 notes were originally offered for sale pursuant to the prospectus supplement, dated June 22, 2005 and the related prospectus, dated June 17, 2005.

 

Goldman Sachs & Co. LLC is serving as the remarketing agent (in such capacity, the “remarketing agent”) for the class A-5 notes.

 

The notes were issued on June 29, 2005 (referred to as the “closing date”), are obligations of an issuing entity known as SLM Student Loan Trust 2005-5 (referred to as the “trust”) and are secured by the assets of the trust, which consist primarily of a pool of consolidation student loans (the “trust student loans”).

 

Principal of and interest on the notes are payable as described herein on the 25th day of each January, April, July and October or, if such day is not a business day, then on the next business day (each, a “distribution date”).  The “initial reset date” for the class A-5 notes was January 25, 2010.  A failed remarketing was declared with respect to the initial reset date and each subsequent reset date.  Pursuant to the terms of these failed remarketings, (i) the holders of the class A-5 notes were required to retain their notes, (ii) the class A-5 notes were reset to bear interest at the failed remarketing rate, which is currently an annual rate equal to the SOFR Rate plus 0.75%, which rate remained in effect after each failed remarketing, and (iii) a three-month reset period ending on the next distribution date was established.  We refer to the October 25, 2024 reset date as the “current reset date” in this free-writing prospectus.  If successfully remarketed on the current reset date, interest will accrue on the class A-5 notes at the rate specified in the summary of this free-writing prospectus and will be calculated based on the actual number of days elapsed in each accrual period and a 360‑day year until their next reset date which will occur on January 27, 2025.  Interest will accrue on the outstanding principal balance of the class A-5 notes during three-month accrual periods and will be paid on each distribution date.  The first distribution date after the current reset date is scheduled to occur on January 27, 2025.  Each accrual period will begin on a distribution date and end on the day before the next distribution date.

 

Investors in the class A-5 notes are strongly urged to keep in contact with the remarketing agent because notices and required information pertaining to the remarketing of the class A-5 notes sent to the clearing agencies by the administrator or the remarketing agent, as applicable, may not be communicated in a timely manner to the related beneficial owners.

TABLE OF CONTENTS

Free-Writing Prospectus

 

The class A-5 notes may not be offered or sold to persons in the United Kingdom in a transaction that results in an offer to the public within the meaning of the securities laws of the United Kingdom.

 

The class A-5 notes are currently listed on the Luxembourg Stock Exchange.  You should consult with Deutsche Bank Luxembourg S.A., the Luxembourg listing agent for the class A-5 notes, for additional information regarding their status.

 

This free-writing prospectus is not required to contain all information that is required to be included in the final prospectus supplement. The information in this free-writing prospectus is preliminary and is subject to completion or change.  The information in this free-writing prospectus, if conveyed prior to the time of your commitment to purchase any class of notes, supersedes any information contained in any prior free-writing prospectus relating to the notes.

 

NOTICES TO INVESTORS

 

EUROPEAN ECONOMIC AREA

 

THIS FREE-WRITING PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 (AS AMENDED) (THE “PROSPECTUS REGULATION”).

 

THE CLASS A-5 NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE “EEA”). FOR THESE PURPOSES, AN EU RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE PROSPECTUS REGULATION.

 

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE CLASS A-5 NOTES OR OTHERWISE MAKING THEM AVAILABLE TO EU RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE CLASS A-5 NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

 

UNITED KINGDOM

 

THE CLASS A-5 NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UNITED KINGDOM (THE “UK”). FOR THESE PURPOSES, A “UK RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF COMMISSION DELEGATED REGULATION (EU) 2017/565 AS IT FORMS PART OF THE UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE “EUWA”), AND AS AMENDED; OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED (THE “UK PROSPECTUS REGULATION”).

 

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE CLASS A-5 NOTES OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE CLASS A-5 NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

THIS FREE-WRITING PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION.

 

THE ISSUER MAY CONSTITUTE A “COLLECTIVE INVESTMENT SCHEME” AS DEFINED BY SECTION 235 OF THE FSMA THAT IS NOT A “RECOGNIZED COLLECTIVE INVESTMENT SCHEME” FOR THE PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED, REGULATED OR OTHERWISE RECOGNIZED OR APPROVED. AS AN UNREGULATED SCHEME, THE CLASS A-5 NOTES CANNOT BE MARKETED IN THE UK TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.

 

THE COMMUNICATION OF THIS FREE-WRITING PROSPECTUS (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UK, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE “FINANCIAL PROMOTION ORDER”), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE FINANCIAL PROMOTION ORDER OR (IV) ARE ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED OR DIRECTED UNDER THE FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “FPO PERSONS”); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE OF THE UK, OR (II) HAVE PROFESSIONAL EXPERIENCE OF PARTICIPATING IN UNREGULATED SCHEMES (AS DEFINED FOR THE PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”)) AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER, OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER, OR (IV) ARE PERSONS TO WHOM THE ISSUER MAY LAWFULLY BE PROMOTED IN ACCORDANCE WITH CHAPTER 4.12 OF THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS, TOGETHER WITH FPO PERSONS, “RELEVANT PERSONS”).

 

IN THE UK, THIS FREE-WRITING PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS FREE-WRITING PROSPECTUS RELATES, INCLUDING THE CLASS A-5 NOTES, IS AVAILABLE IN THE UK ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN THE UK ONLY WITH RELEVANT PERSONS. ANY PERSONS OTHER THAN RELEVANT PERSONS SHOULD NOT ACT OR RELY ON THIS FREE-WRITING PROSPECTUS.

 

POTENTIAL INVESTORS IN THE UK ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UK REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE CLASS A-5 NOTES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UK FINANCIAL SERVICES COMPENSATION SCHEME.

 

EUROPEAN ECONOMIC AREA INVESTORS AND UK INVESTORS

 

NONE OF THE SPONSOR, THE SELLERS, THE DEPOSITOR AND THE INITIAL PURCHASERS NOR ANY OTHER PARTY TO THE TRANSACTION OR ANY OF THEIR AFFILIATES INTENDS OR IS REQUIRED BY THE TRANSACTION DOCUMENTS TO RETAIN A MATERIAL NET ECONOMIC INTEREST IN THE SECURITIZATION TRANSACTION CONSTITUTED BY THE ISSUE OF THE NOTES, OR TAKE ANY OTHER ACTION, IN A MANNER PRESCRIBED BY (A) EUROPEAN UNION REGULATION 2017/2402 (THE “EU SECURITIZATION REGULATION”) OR (B) REGULATION (EU) 2017/2402, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED BY THE SECURITISATION (AMENDMENT) (EU EXIT) REGULATIONS 2019 (THE “UK SECURITIZATION REGULATION”). IN PARTICULAR, NO SUCH PARTY WILL TAKE ANY ACTION THAT MAY BE REQUIRED BY ANY PROSPECTIVE INVESTOR OR NOTEHOLDER FOR THE PURPOSES OF ITS COMPLIANCE WITH ANY REQUIREMENT OF THE EU SECURITIZATION REGULATION OR THE UK SECURITIZATION REGULATION.

 

CONSEQUENTLY, THE CLASS A-5 NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ANY PERSON THAT IS NOW OR MAY IN THE FUTURE BE SUBJECT TO ANY REQUIREMENT OF THE EU SECURITIZATION REGULATION OR THE UK SECURITIZATION REGULATION

FOR ADDITIONAL INFORMATION REGARDING THE EU SECURITIZATION REGULATION AND THE UK SECURITIZATION REGULATION, SEE “RISK FACTORS — INVESTMENTS MAY BE SUBJECT TO AN ARRAY OF EU OR UK INVESTMENT LAWS, REGULATIONS AND CAPITAL REQUIREMENTS AND THE NOTES MAY NOT BE A SUITABLE INVESTMENT FOR CERTAIN INVESTORS ACCORDINGLY.”

 

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FORWARD-LOOKING STATEMENTS

 

Certain statements contained in or incorporated by reference in this free-writing prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items.  These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words.  Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results.  Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control.  Because we cannot predict the future, what actually happens may be very different from what is contained in our forward-looking statements.

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

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commercial banks, thrift institutions and credit unions;

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pension funds and insurance companies;

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educational institutions;

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

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various other third parties.

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shortly after loan origination;

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while the borrowers are still in school;

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

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while the loans are in repayment.

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

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its loan origination and interim servicing system called ExportSS®.

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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.

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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.

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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.

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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.

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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.

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

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

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

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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

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each student loan was guaranteed by the applicable guarantor.

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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

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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.

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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

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

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

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responding to inquiries from borrowers;

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attempting to collect delinquent payments; and

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sending out statements and payment coupons to borrowers.

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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;

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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;

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

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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.

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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

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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.

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

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

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

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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

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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.

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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;

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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;

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the occurrence of an insolvency event involving the servicer;

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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

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

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

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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

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

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

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

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

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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;

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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;

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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

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

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the occurrence of an insolvency event involving the administrator.

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the amount of principal distributions for each class of notes;

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

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

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

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

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

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

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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;

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

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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;

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

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

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

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any applicable triggers or asset tests are then in effect;

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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

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

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borrower default, death, disability or bankruptcy;

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the closing of the borrower’s school;

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the school’s false certification of borrower eligibility;

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

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

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the original denomination of your note; and

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the applicable pool factor.

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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;

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

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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.

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the outstanding principal balance of the trust student loans plus

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

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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

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

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

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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.

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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

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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,

1.

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

2.

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;

1.

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;

2.

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

3.

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;

1.

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

2.

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		$	285,800,199
Aggregate Outstanding Principal Balance – Treasury Bill		$	802,418
Percentage of Aggregate Outstanding Principal Balance – Treasury Bill			0.28	%
Aggregate Outstanding Principal Balance – One-Month LIBOR		$	284,997,780
Percentage of Aggregate Outstanding Principal Balance – One-Month LIBOR			99.72	%
Number of Borrowers			11,353
Average Outstanding Principal Balance Per Borrower		$	25,174
Number of Loans			19,653
Average Outstanding Principal Balance Per Loan – Treasury Bill		$	40,121
Average Outstanding Principal Balance Per Loan – One-Month LIBOR		$	14,516
Weighted Average Remaining Term to Scheduled Maturity		164 months
Weighted Average Annual Interest Rate			4.06	%

Interest Rates		Number of Loans				Aggregate Outstanding Principal Balance				Percent of Pool by Outstanding Principal Balance
Less than or equal to 3.00%			3,447			$	42,318,648				14.8	%
3.01% to 3.50%			6,597				68,638,872				24.0
3.51% to 4.00%			4,190				62,715,821				21.9
4.01% to 4.50%			3,893				63,842,757				22.3
4.51% to 5.00%			580				14,416,785				5.0
5.01% to 5.50%			277				7,326,374				2.6
5.51% to 6.00%			173				5,391,081				1.9
6.01% to 6.50%			134				3,803,276				1.3
6.51% to 7.00%			105				4,293,183				1.5
7.01% to 7.50%			78				3,362,992				1.2
7.51% to 8.00%			95				3,417,820				1.2
8.01% to 8.50%			76				6,022,145				2.1
Equal to or greater than 8.51%			8				250,443				0.1
Total			19,653			$	285,800,199				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					2,838			$	6,211,948				2.2	%
$	5,000.00-$ 9,999.99				1,792				13,334,197				4.7
$	10,000.00-$14,999.99				1,449				17,969,530				6.3
$	15,000.00-$19,999.99				1,049				18,197,389				6.4
$	20,000.00-$24,999.99				743				16,579,998				5.8
$	25,000.00-$29,999.99				572				15,643,298				5.5
$	30,000.00-$34,999.99				520				16,773,773				5.9
$	35,000.00-$39,999.99				349				13,008,463				4.6
$	40,000.00-$44,999.99				279				11,836,779				4.1
$	45,000.00-$49,999.99				226				10,679,952				3.7
$	50,000.00-$54,999.99				218				11,403,884				4.0
$	55,000.00-$59,999.99				159				9,127,046				3.2
$	60,000.00-$64,999.99				142				8,882,570				3.1
$	65,000.00-$69,999.99				102				6,877,670				2.4
$	70,000.00-$74,999.99				98				7,108,320				2.5
$	75,000.00-$79,999.99				93				7,209,368				2.5
$	80,000.00-$84,999.99				86				7,089,662				2.5
$	85,000.00-$89,999.99				73				6,385,226				2.2
$	90,000.00-$94,999.99				55				5,093,055				1.8
$	95,000.00-$99,999.99				59				5,756,806				2.0
$100,000.00 and above					451				70,631,266				24.7
Total					11,353			$	285,800,199				100.0	%

Number of Days Delinquent		Number of Loans				Aggregate Outstanding Principal Balance				Percent of Pool by Outstanding Principal Balance
0-30 days			18,642			$	265,435,293				92.9	%
31-60 days			311				5,538,450				1.9
61-90 days			196				3,703,796				1.3
91-120 days			127				2,591,622				0.9
121-150 days			86				2,257,678				0.8
151-180 days			69				1,758,072				0.6
181-210 days			64				1,678,691				0.6
Greater than 210 days			158				2,836,597				1.0
Total			19,653			$	285,800,199				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			82			$	17,324				*
4 to 12			1,410				949,998				0.3	%
13 to 24			1,414				2,202,007				0.8
25 to 36			1,108				3,065,858				1.1
37 to 48			873				3,601,550				1.3
49 to 60			734				3,761,846				1.3
61 to 72			2,101				13,099,088				4.6
73 to 84			1,211				9,344,475				3.3
85 to 96			829				7,787,491				2.7
97 to 108			726				7,722,672				2.7
109 to 120			671				8,076,263				2.8
121 to 132			2,337				39,457,764				13.8
133 to 144			1,361				28,080,031				9.8
145 to 156			1,047				23,243,794				8.1
157 to 168			884				23,817,547				8.3
169 to 180			665				18,931,818				6.6
181 to 192			514				16,897,779				5.9
193 to 204			339				12,074,193				4.2
205 to 216			252				9,729,707				3.4
217 to 228			229				7,740,801				2.7
229 to 240			229				8,816,713				3.1
241 to 252			113				4,898,610				1.7
253 to 264			72				3,229,587				1.1
265 to 276			79				3,536,981				1.2
277 to 288			66				2,965,676				1.0
289 to 300			93				4,823,061				1.7
301 to 312			104				7,956,294				2.8
313 to 324			19				1,386,730				0.5
325 to 336			19				1,474,133				0.5
337 to 348			16				1,841,689				0.6
349 to 360			28				2,865,366				1.0
361 and above			28				2,403,353				0.8
Total			19,653			$	285,800,199				100.0	%

*	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			450			$	8,772,800				3.1	%
Forbearance*			1,772				38,982,457				13.6
Repayment
First year in repayment			157				6,541,973				2.3
Second year in repayment			175				6,303,818				2.2
Third year in repayment			190				6,326,979				2.2
More than 3 years in repayment			16,909				218,872,172				76.6
Total			19,653			$	285,800,199				100.0	%

*	Of the trust student loans in forbearance status, approximately 220 loans with an aggregate outstanding principal balance of $4,964,135, representing 1.74% of the pool by principal, are in the Coronavirus Disaster Forbearance Program.

•

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			15.7				-				199.6
Forbearance			-				20.1				185.8
Repayment			-				-				154.8

State		Number of Loans				Aggregate Outstanding Principal Balance					Percent of Pool by Outstanding Principal Balance
Alabama			201			$	2,587,786				0.9	%
Alaska			22				289,727				0.1
Arizona			369				7,037,124				2.5
Arkansas			133				1,329,116				0.5
California			1,779				25,899,583				9.1
Colorado			344				4,800,246				1.7
Connecticut			362				5,084,557				1.8
Delaware			59				1,201,381				0.4
District of Columbia			70				1,077,230				0.4
Florida			1,549				24,309,202				8.5
Georgia			607				10,500,704				3.7
Hawaii			98				1,133,356				0.4
Idaho			117				1,636,007				0.6
Illinois			659				9,361,758				3.3
Indiana			717				9,288,027				3.2
Iowa			99				1,433,903				0.5
Kansas			370				4,319,936				1.5
Kentucky			166				1,871,755				0.7
Louisiana			690				11,427,710				4.0
Maine			57				554,139				0.2
Maryland			488				7,640,966				2.7
Massachusetts			519				7,710,552				2.7
Michigan			388				5,795,027				2.0
Minnesota			253				3,481,558				1.2
Mississippi			202				2,890,993				1.0
Missouri			386				5,351,912				1.9
Montana			25				272,814				0.1
Nebraska			46				523,304				0.2
Nevada			135				1,542,248				0.5
New Hampshire			102				816,304				0.3
New Jersey			653				9,110,616				3.2
New Mexico			62				1,196,424				0.4
New York			1,401				19,279,696				6.7
North Carolina			448				6,934,698				2.4
North Dakota			7				34,822				*
Ohio			629				8,129,330				2.8
Oklahoma			377				5,941,274				2.1
Oregon			258				3,846,054				1.3
Pennsylvania			690				9,922,080				3.5
Rhode Island			62				832,221				0.3
South Carolina			223				4,089,084				1.4
South Dakota			20				251,413				0.1
Tennessee			331				5,084,926				1.8
Texas			1,896				27,475,303				9.6
Utah			56				771,888				0.3
Vermont			36				639,679				0.2
Virginia			560				8,093,192				2.8
Washington			521				6,242,497				2.2
West Virginia			103				1,557,241				0.5
Wisconsin			144				2,069,320				0.7
Wyoming			12				127,378				*
Other			152				3,002,138				1.1
Total			19,653			$	285,800,199				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			9,721			$	111,783,540				39.1	%
Other Repayment Options(1)			7,775				120,247,697				42.1
Income-driven Repayment(2)			2,157				53,768,961				18.8
Total			19,653			$	285,800,199				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			9,266			$	115,091,126				40.3	%
Unsubsidized			10,387				170,709,073				59.7
Total			19,653			$	285,800,199				100.0	%

Disbursement Date		Number of Loans				Aggregate Outstanding Principal Balance				Percent of Pool by Outstanding Principal Balance
September 30, 1993 and earlier			6			$	165,457				0.1	%
October 1, 1993 through June 30, 2006			19,647				285,634,742				99.9
July 1, 2006 and later			0				0				0.0
Total			19,653			$	285,800,199				100.0	%

Name of Guaranty Agency		Number of Loans				Aggregate Outstanding Principal Balance				Percent of Pool by Outstanding Principal Balance
American Student Assistance			816			$	9,378,826				3.3	%
Educational Credit Management Corporation			1,691				20,662,490				7.2
Florida Off Of Student Fin'l Assistance			489				6,009,210				2.1
Great Lakes Higher Education Corporation			8,969				148,131,275				51.8
Kentucky Higher Educ. Asst. Auth.			530				6,064,722				2.1
Michigan Guaranty Agency			219				3,135,878				1.1
Oklahoma Guaranteed Stud Loan Prog			331				4,924,487				1.7
Pennsylvania Higher Education Assistance Agency			2,007				27,047,673				9.5
Texas Guaranteed Student Loan Corp			4,601				60,445,638				21.1
Total			19,653			$	285,800,199				100.0	%

		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		2.50% for Stafford Loans that are in In-School, Grace or Deferment
		3.10% for Stafford Loans that are in Repayment and all other loans
From 07/01/98 through 12/31/99		2.20% for Stafford Loans that are in In-School, Grace or Deferment
		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		1.74% for Stafford Loans that are in In-School, Grace or Deferment
		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

•

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.