Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
6189
(Primary Standard Industrial
Classification Code Number)
|
|
04-3480392
(I.R.S. employer
identification no.)
|
Reed D. Auerbach, Esquire
Morgan, Lewis & Bockius LLP
399 Park Avenue
New York, NY 10022
(212) 705-7000
|
Cheryl Barnes, Esquire
Cadwalader, Wickersham & Taft LLP
1201 F Street, N.W., Suite 1100
Washington, D.C. 20004
(202) 862-2200
|
CALCULATION OF REGISTRATION FEE
|
|||||
Title of Each Class of Securities to be Registered
|
Amount to be Registered (1)
|
Proposed Maximum Offering Price
Per Unit (1) |
Proposed Maximum Aggregate Offering Price (1)
|
Amount of Registration Fee
|
|
Student Loan-Backed Securities |
$57,696,800,776.90(2)(3)(4) |
100% |
$57,696,800,776.90 (2)(3)(4) |
$1,847,222.10(2)(3)(4) |
|
(1)
|
Estimated solely for purposes of calculating the registration fee.
|
||||
(2)
|
Pursuant to Rule 415(a)(6) under the Securities Act, unsold securities in the amount of $56,628,876,000.00 (the "Registrant's Unsold Securities") that were registered by Navient Funding, LLC (f/k/a SLM Funding, LLC) under its registration statement on Form S-3 (Nos. 333-190926 and 333-190926-01) initially filed with the Securities and Exchange Commission on August 30, 2013, as amended on December 20, 2013, December 23, 2013 and January 31, 2014 (the "Prior Registration Statement"), as to which unsold securities total filing fees of $1,738,445.09 were paid, are included in this registration statement. Pursuant to Rule 415(a)(6), the offering of the Registrant's Unsold Securities under the Prior Registration Statement will be terminated as of the date of effectiveness of this registration statement.
|
||||
(3)
|
$788,416,568.91 of securities registered by Navient Credit Funding, LLC (f/k/a SLM Education Credit Funding LLC), a wholly-owned subsidiary of the same parent company as the registrant, on the Prior Registration Statement remain unsold (the "Affiliate's Unsold Securities"). Registration fees in the amount of $108,777.01 that were paid in connection with the registration of the Affiliate's Unsold Securities on the Prior Registrant Registration Statement are carried forward and applied against $1,067,924,776.90 in securities registered hereunder pursuant to Rule 457(p).
|
||||
(4)
|
The registrant also is registering an unspecified additional amount of securities in reliance on Rules 456(c) and 457(s) under the Securities Act.
|
|
Navient Funding, LLC
Depositor
(CIK Number: 0000949114) |
Navient Solutions, Inc.
Sponsor, Servicer and Administrator
(CIK Number: 0001601725) |
Class
|
Principal
|
Interest Rate
|
Maturity
|
||||
Class A-1 Notes
|
$
|
[__-month LIBOR plus]
|
%
|
||||
Class A-2A Notes
|
$
|
[__-month LIBOR plus]
|
%
|
||||
Class A-2B Notes
|
$
|
[___%]
|
|||||
Class A-3 Notes
|
$
|
[__-month LIBOR plus]
|
%
|
||||
Class B Notes
|
$
|
[__-month LIBOR plus]
|
%
|
You should consider carefully the risk factors on page [27] of this prospectus.
The notes are asset-backed securities issued by and are obligations of the issuing entity, which is a trust. They are not obligations of or interests in the sponsor, administrator, servicer, depositor, any seller or any of their affiliates.
The notes are not guaranteed or insured by the United States or any governmental agency.
|
Price to Public
|
Underwriting
Discount |
Proceeds to
the Depositor |
||
Per Class A-1 Note[*]
|
%
|
%
|
%
|
||
Per Class A-2A Note[*]
|
%
|
%
|
%
|
||
Per Class A-2B Note[*]
|
%
|
%
|
%
|
||
Per Class A-3 Note[*]
|
%
|
%
|
%
|
||
Per Class B Note[*]
|
%
|
%
|
%
|
||
[*For the amount of class __ notes retained by the depositor or an affiliate, the underwriting discount will be % and proceeds to the depositor will be % with no selling concession or reallowance.] [INCLUDED ONLY IF TRANCHE IS RETAINED BY DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR]
We expect the proceeds to the depositor in respect of the notes to be $ before deducting expenses payable by the depositor with respect to the issuance of the notes estimated to be $ and certain deposits to be made by the trust.
|
|||||
CALCULATION OF REGISTRATION FEE
|
|||||
Title of Each Class of Securities to be Registered
|
Amount to be Registered (1)
|
Proposed Maximum Offering Price
Per Unit (1) |
Proposed Maximum Aggregate Offering Price (1)
|
Amount of Registration Fee (1)
|
|
Student Loan-Backed Securities
|
|||||
(1) This Form SF-3 registers an unspecified amount of securities of each identified class of securities. The trust is relying on Rules 456(c) and 457(s).
|
|||||
Neither the SEC nor any state securities commission has approved or disapproved the securities or determined whether this prospectus is accurate or complete. Any contrary representation is a criminal offense.
The trust will be relying on an exclusion or exemption from the Investment Company Act of 1940, as amended, contained in [rule 3a-7] under the Investment Company Act of 1940, as amended, although there may be additional exclusions or exemptions available to the trust. The trust is being 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 prospectus).
|
|||||
_______________
[Joint Book-Runners]
|
|||||
[_______] [_______] [_______]
|
|||||
_______________
[Co-Managers]
|
|||||
[_______] [_______] [_______] [_______]
|
|||||
_______________
_______ __, 20___ |
Summary of Terms
|
1
|
Issuing Entity
|
1
|
Depositor
|
1
|
Sponsor, Servicer and Administrator
|
1
|
Indenture Trustee and Paying Agent
|
1
|
Eligible Lender Trustee
|
1
|
Owner Trustee
|
1
|
[Delaware Trustee]
|
1
|
[[Luxembourg] [Irish] Paying Agent]
|
1
|
[Subservicer]
|
2
|
Asset Representations Reviewer
|
2
|
Administrator
|
2
|
[Swap/Cap Counterparty]
|
2
|
The Notes
|
2
|
Dates
|
3
|
Information About the Notes
|
3
|
Information About the Trust
|
7
|
[Swap Agreement]
|
14
|
[Interest Rate Cap Agreement]
|
14
|
Administration of the Trust
|
15
|
Termination of the Trust
|
19
|
Excess Distribution Certificateholder
|
21
|
[RC Certificate]
|
22
|
Credit Enhancement
|
22
|
Pool Asset Review
|
23
|
Tax Considerations
|
23
|
ERISA Considerations
|
24
|
Ratings of the Notes
|
24
|
Certain Investment Company Act Considerations
|
24
|
[Listing Information]
|
25
|
Risk Factors
|
25
|
Identification Numbers
|
25
|
Risk Factors
|
27
|
Defined Terms
|
49
|
Formation of the Trust
|
49
|
The Trust
|
49
|
Use of Proceeds
|
55
|
Affiliations and Relations
|
55
|
The Depositor
|
56
|
Navient Corporation
|
58
|
The Sponsor, Servicer and Administrator
|
58
|
The Sellers
|
60
|
The Trust Student Loan Pool
|
61
|
General
|
61
|
Eligible Trust Student Loans
|
61
|
Certain Expenses
|
62
|
Characteristics of the [Initial] Trust Student Loans
|
62
|
Insurance of Trust Student Loans; Guarantors of Trust Student Loans
|
63
|
Cure Period for Trust Student Loans
|
65
|
Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims with Other Trusts
|
65
|
Payment of Notes
|
66
|
Termination
|
66
|
The Companies’ Student Loan Financing Business
|
67
|
Servicing
|
69
|
Transfer Agreements
|
72
|
General
|
72
|
Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers
|
72
|
Sale of Student Loans to the Trust; Representations and Warranties of the Depositor
|
78
|
Custodian of Promissory Notes
|
79
|
Servicing and Administration
|
79
|
General
|
79
|
Accounts
|
80
|
Servicing Procedures
|
82
|
Modification of Trust Student Loans
|
82
|
Payments on Trust Student Loans
|
83
|
Servicer Covenants
|
83
|
Servicing Compensation
|
85
|
Evidence as to Compliance
|
86
|
Matters Regarding the Servicer
|
87
|
Servicer Default
|
88
|
Rights Upon Servicer Default
|
89
|
Waiver of Past Defaults
|
89
|
Administration Agreement
|
89
|
Administrator Default
|
90
|
Rights Upon Administrator Default
|
92
|
Statements to Indenture Trustee and Trust
|
92
|
Evidence as to Compliance
|
94
|
Amendments to Transfer and Servicing Agreements
|
94
|
Trading Information
|
94
|
Pool Factors
|
95
|
Description of the Notes
|
96
|
General
|
96
|
The Notes
|
96
|
[RC Certificate]
|
100
|
[Supplemental Purchase Period]
|
101
|
[Pre-Funding Period]
|
101
|
[Revolving Period]
|
102
|
Distributions
|
103
|
Distributions Following an Event of Default and Acceleration of the Maturity of the Notes
|
106
|
Credit Enhancement
|
108
|
Floor Income Rebate Account
|
110
|
[Swap Agreement[s]]
|
110
|
[Interest Rate Cap Agreement[s]]
|
113
|
Notice of Interest Rates
|
116
|
Trust Fees
|
116
|
Optional Purchase
|
117
|
[Auction Of Trust Assets]
|
118
|
Asset Representations Review
|
119
|
Asset Representations Reviewer
|
123
|
Dispute Resolution
|
125
|
Investor Communications
|
126
|
The Indenture
|
127
|
Modification of Indenture
|
127
|
Events of Default; Rights Upon Event of Default
|
129
|
Certain Covenants
|
132
|
Indenture Trustee’s Annual Report.
|
133
|
Satisfaction and Discharge of Indenture
|
133
|
The Indenture Trustee
|
133
|
Book-Entry Registration
|
134
|
Definitive Notes
|
137
|
List Of Noteholders
|
138
|
[Voting Rights For Notes Owned By Transaction Parties]
|
139
|
Certain Legal Aspects of the Student Loans
|
139
|
Transfer Of Student Loans
|
139
|
Consumer Protection Laws
|
140
|
Loan Origination And Servicing Procedures Applicable To Student Loans
|
141
|
Student Loans Generally Not Subject To Discharge In Bankruptcy
|
141
|
Dodd-Frank Act—Potential Applicability And Orderly Liquidation Authority Provisions
|
141
|
Credit Risk Retention
|
145
|
Summary Of Retained Interest
|
146
|
Fair Value Methodology For Eligible Horizontal Residual Interest
|
148
|
Fair Value Calculations
|
150
|
Static Pools
|
151
|
Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes
|
151
|
Pool Asset Review
|
152
|
Review Of Underwriting And Servicing Guidelines
|
153
|
Review Of Eligibility And Characteristics Of The Trust Student Loans
|
153
|
Internal Control And Risk Assessment Procedures And Annual Compliance Activity
|
154
|
U.S. Federal Income Tax Consequences
|
155
|
Tax Characterization Of The Trust
|
156
|
Tax Consequences To Holders Of Notes In General
|
157
|
European Union Directive On The Taxation Of Savings Income
|
163
|
State Tax Consequences
|
163
|
ERISA Considerations
|
164
|
Accounting Considerations
|
167
|
Available Information
|
167
|
Reports to Noteholders
|
167
|
Incorporation of Documents by Reference
|
168
|
Notice to Investors
|
169
|
Underwriting
|
170
|
Listing Information
|
172
|
Certain Investment Company Act Considerations
|
174
|
[Ratings of the Notes]
|
174
|
[Requirements for EEA Regulated Investors and Regulatory Capital Treatment of Notes]
|
175
|
[Compliance With Article 405(1) of the Capital Requirements Regulation and Article 17 of the Alternative Investment Fund Managers Directive]
|
175
|
Legal Proceedings
|
177
|
Legal Matters
|
177
|
Glossary for Prospectus
|
178
|
Annex A
|
Characteristics Of The [Initial] Trust Student Loan Pool
|
Annex A-1
|
Exhibit I
|
Prepayments, Extensions, Weighted Average Lives and Expected Maturities of the Notes
|
Exhibit I-1
|
Appendix A
|
Federal Family Education Loan Program
|
App. A-1
|
Appendix B
|
Global Clearance, Settlement And Tax Documentation Procedures
|
App. B-1
|
Appendix C
|
Health Education Assistance Loan Program
|
App. C-1
|
· | to the class A-1, class A-2A, class A-2B and class A-3 notes, collectively, as the class A notes; and |
· | to the class A and class B notes, collectively, as the notes. |
Class
|
Spread
|
|
[Class A-1]
|
plus %
|
|
[Class A-2A]
|
plus %
|
|
[Class A-3]
|
plus %
|
|
[Class B]
|
plus %
|
Class
|
Maturity Date
|
|
Class A-1
|
_________, 20__
|
|
Class A-2A
|
_________, 20__
|
|
Class A-2B
|
_________, 20__
|
|
Class A-3
|
_________, 20__
|
|
Class B
|
_________, 20__
|
|
· | there are higher than anticipated prepayment rates on the trust student loans; |
· | [an earlier than expected termination of the [revolving period] [pre-funding period] and distribution of remaining amounts [from the additional loan account] [and] [the pre-funding account.]]; |
· | the servicer exercises its optional buy out rights to purchase at any time up to [10%] in the aggregate of the trust student loans; |
· | the servicer exercises its option to purchase all remaining trust student loans, which cannot 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 |
· | the trust student loans; |
· | collections and other payments on the trust student loans; and |
· | funds it will hold from time to time in its trust accounts, including a collection account, [a capitalized interest account,] a reserve account, [a supplemental purchase account,] [a pre-funding account,] [an additional loan account] and a floor income rebate account. |
· | approximately ____% of the [initial] trust student loans by principal balance are 100% guaranteed; |
· | approximately ____% of the [initial] trust student loans by principal balance are 98% guaranteed; and |
· | approximately _____% of the [initial] trust student loans by principal balance are 97% guaranteed; |
Aggregate Outstanding Principal Balance
|
$
|
Aggregate Outstanding Principal Balance – Treasury Bill
|
$
|
Percentage of Aggregate Outstanding Principal Balance – Treasury Bill
|
%
|
Aggregate Outstanding Principal Balance – One-Month LIBOR
|
$
|
Percentage of Aggregate Outstanding Principal Balance – One-Month
LIBOR
|
%
|
Number of Borrowers
|
|
Aggregate Outstanding Principal Balance – Treasury Bill Other*
|
$
|
Percentage of Aggregate Outstanding Principal Balance – Treasury Bill Other*
|
%
|
Average Outstanding Principal Balance Per Borrower
|
$
|
Number of Loans
|
|
Average Outstanding Principal Balance Per Loan – Treasury Bill
|
$
|
Average Outstanding Principal Balance Per Loan – One-Month LIBOR
|
$
|
Weighted Average Remaining Term to Scheduled Maturity
|
___ months
|
Weighted Average Annual Interest Rate
|
%
|
[Aggregate Outstanding Principal Balance of Rehabilitated Loans
|
$ ]
|
Percentage of Aggregate Outstanding Principal Balance of Rehabilitated Loans
|
%
|
· | (i) for any distribution date occurring prior to the _________ 20__ distribution date, [____]% of the pool balance as of the end of the related collection period, and (ii) for any distribution date occurring on or after the _________ 20__ distribution date, [____]% of the pool balance as of the end of the related collection period; and |
· | $__________. |
· | on the maturity date for the class A notes and upon termination of the trust, to cover shortfalls in payments of the class A noteholders’ principal and accrued interest; and |
· | on the maturity date for the class B notes and upon termination of the trust, to cover shortfalls in payments of the class B noteholders’ principal and accrued interest and any carryover servicing fees [and any remaining unpaid swap termination payments.] |
· | the distribution date on which the outstanding principal balance of the [class A-2B 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); and |
· | the maturity date of the [class A-2B notes].] |
· | a rejected guaranty claims trigger event occurs; and |
· | the required amount of noteholders vote to direct the review. |
· | the aggregate amount, if any, of primary servicing fees for any month accrued in excess of the related primary servicing fee monthly cap that remains unpaid from prior distribution dates; |
· | 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 three 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; |
· | [pay the swap counterparty or counterparties any amounts due under the swap agreement;] and |
· | reduce the outstanding principal balance of each class of notes |
· | the minimum purchase amount described under “—Optional Purchase” in this prospectus (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. |
· | excess interest on the trust student loans (see “Description of the Notes—Credit Enhancement—Excess Interest” in this prospectus); |
· | subordination of the class B notes to the class A notes (see “Description of the Notes—Credit Enhancement—Subordination of the Class B Notes” and “Description of the Notes—The Notes—The Class B Notes—Distributions of Principal” in this prospectus); |
· | overcollateralization (see “—Overcollateralization” and “Description of the Notes—Credit Enhancement—Overcollateralization” in this prospectus); [and] |
· | the reserve account (see “—Reserve Account” and “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus)[; and] |
· | [the capitalized interest account (see “Description of the Notes—Credit Enhancement— |
· | In the opinion of federal tax counsel for the trust, the notes will be characterized as debt for federal income tax purposes. |
· | In the opinion of federal tax counsel for the trust, the trust will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes. |
· | [In the opinion of federal tax counsel for the trust, if the trust is deemed to be converted into a partnership for federal income tax purposes upon the transfer or sale of the excess distribution certificate to a holder that does not also hold the RC certificate, such deemed conversion will not constitute a taxable event to the noteholders.] |
· | In the opinion of Delaware tax counsel for the trust, the same characterizations would apply for |
· | 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 notes will not result in a non-exempt prohibited transaction; and |
· | the purchase or holding of the notes will not cause a non-exempt violation of any substantially similar federal, state, local or foreign laws. |
· | Class A-1 Notes: __________ |
· | Class A-2A Notes: __________ |
· | Class A-2B Notes: __________ |
· | Class A-3 Notes: __________ |
· | Class B Notes: __________ |
· | Class A-1 Notes: __________ |
· | Class A-2A Notes: __________ |
· | Class A-2B Notes: __________ |
· | Class A-3 Notes: __________ |
· | Class B Notes: __________ |
· | Class A-1 Notes: __________ |
· | Class A-2A Notes: __________ |
· | Class A-2B Notes: __________ |
· | Class A-3 Notes: __________ |
· | Class B Notes: __________ |
Risks Relating To Navient And Its Affiliates
|
||
Federal Financial Regulatory Legislation Could Have An Adverse Effect On Navient Corporation, The Sponsor, The Servicer, The Depositor, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes
|
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) to reform and strengthen supervision of the U.S. financial services industry. The Dodd-Frank Act represents a comprehensive change to existing laws, imposing significant new regulation on almost every aspect of the U.S. financial services industry.
|
|
The Dodd-Frank Act will result in significant new regulation in key areas of the business of Navient Corporation, the parent of Navient Solutions, Inc. and 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 will be subject to regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”). The CFPB will have substantial power to define the rights of consumers and the responsibilities of certain institutions, including Navient Corporation’s education loan servicing business. The CFPB began exercising its authority on July 21, 2011.
|
||
Most of the component parts of the Dodd-Frank Act continues to be subject to intensive rulemaking and public comment over the coming months and none of Navient Corporation, the sponsor or their affiliates can predict the ultimate effect the Dodd-Frank Act or required examinations of the private education loan market could have on their operations at this time. It is likely, however, that operational expenses will increase if new or additional compliance requirements 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.
The Dodd-Frank Act also creates a liquidation framework for the resolution of bank holding companies and other non-bank financial companies determined to be “covered financial companies.” If Navient Corporation or its affiliates were determined to be covered financial companies, it is possible that the Federal Deposit Insurance Corporation (the “FDIC”) could be appointed receiver of Navient Corporation, the sponsor or any of their affiliates under the Orderly Liquidation Authority (“OLA”) provisions of the Dodd-Frank Act. If that occurred, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt.
The sponsor has structured the transfers of the student loans to the depositor and the trust as a valid and perfected sale under applicable state law that would remove the student loans from the property of the sponsor if it were to become a debtor under the United States Bankruptcy Code or become subject to the OLA provision to mitigate the risk of the recharacterization of the sale as a grant of a security interest to secure debt of the sponsor. Any attempt by the FDIC to recharacterize the securitization transaction as a secured loan (which the FDIC could then repudiate) could cause delays in payments or losses on the notes.
In addition, if the trust were to become subject to the OLA, the FDIC could repudiate the debt of the trust with the result that the noteholders would have a secured claim in the receivership of the trust. Also, if the trust were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed.
As a result of any of these events, delays in payments on the notes and reductions in the amount of those payments could occur. See “Certain Legal Aspects of the Student Loans—Dodd-Frank Act—Potential Applicability and Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power
|
Under the OLA” in this prospectus.
|
|||
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, any seller, 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 person 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 Could Delay The Appointment Of A Successor Servicer Or Reduce Payments On Your Notes
|
In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or
|
|
liquidator may have the power to prevent any of the servicer, the trust, indenture trustee or the noteholders, as applicable, from appointing a successor servicer 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, and the issuing entity may have to increase the servicing fee in order to obtain such successor servicer. 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, a court, conservator, receiver or liquidator may permit the servicer to assign its rights and obligations as servicer to a third-party without complying with the provisions of 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 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.
|
||
If A Secondary Market For Your Notes Does Not Develop, The Value Of Your Notes May Diminish
|
The notes will be a new issue without an established trading market. We do not intend to list the notes on any exchange in the United States [or Europe]. [Although we plan to apply for listing on the [Luxembourg] [Irish] Exchange,] [w][W]e cannot assure you that [such listing will be accepted or, in any event, that] a secondary market for the notes will develop. If a secondary market does not develop, the spread between the bid price and the asked price for your notes may widen, thereby reducing the net proceeds to you from the sale of your notes.
|
Despite recent federal market interventions and programs, periods of general market illiquidity may occur from time to time and may adversely affect the secondary market for your notes. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you may suffer a loss on your investment.
|
||
The Issuing Entity Will Have Limited Assets From Which To Make Payments On The Notes, Which May Result In Losses
|
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 [and] [a capitalized interest account] established in the issuing entity’s name, [and will have the benefit of one or more interest rate swap agreements [and interest rate cap agreements]].
|
|
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, [amounts received from [swap] [cap] counterparties, overcollateralization [and] in the case of the class A notes, the subordination of the class B notes] 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.
|
||
Your Notes May Have A Degree Of Basis Risk, Which Could Compromise The Issuing Entity’s Ability To Pay Principal And Interest On Your Notes
|
There may be a degree of basis risk associated with the issuing entity’s notes. There is a 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, the interest rates on the [class A-1, class A-2A, class A-3 and class B notes] adjust on the basis of a different LIBOR index and the [class A-2B notes] bear interest at a fixed rate of interest. If a shortfall were to occur, the issuing entity’s ability to pay principal and/or interest on its notes could be compromised.
|
Consequently, you must rely on credit enhancement [or derivative agreements, if any], to mitigate basis risk. There can be no assurance that the amount of credit enhancement will be sufficient to cover any basis risk associated with an issuing entity’s notes or that the [swap] [cap] counterparty will make sufficient payments to eliminate this risk.
|
||
You May Be Unable To Reinvest Principal Payments At The Yield You Earn On The Notes
|
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.
|
|
Sequential Payment Of The Class A Notes Result In A Greater Risk Of Loss
|
Holders of class A-3 notes and, to a lesser extent, holders of class A-2A and A-2B notes, bear a greater risk of loss than do holders of class A-1 notes because, except following an event of default and an acceleration of the maturity of notes, no principal will be paid to the class A-2A or A-2B noteholders until all principal due to the class A-1 noteholders has been paid in full, and no principal will be paid to the class A-3 noteholders until all principal due to the class A-1 and class A-2A and A-2B noteholders has been paid in full. As a result of sequential principal payments on the class A notes, holders of the class A notes with a higher numerical designation have a greater risk of suffering a loss on their investments.
|
Investors In The Class B Notes Bear Greater Risk Of Loss Because Of The Priority Of Payment Of Interest And The Timing Of Principal Payments On The Class B Notes May Change Due To The Variability Of Cashflows
|
Interest on the class B notes generally will be paid prior to principal of the class A notes. However, if after giving effect to all required distributions of principal of and interest on the notes on any distribution date, the aggregate outstanding principal balance of the trust student loans, including any accrued interest thereon that is expected to be capitalized, and amounts then on deposit in the [capitalized interest account] [and] reserve account less the specified reserve account balance, would be less than the outstanding principal balance of the class A notes, interest on the class B notes will be subordinated to the payment of principal of the class A notes on that distribution date.
|
||
Principal of the class B notes will not begin to be paid until the principal of the class A notes is paid in full. Thus, investors in the class B notes will bear a greater risk of loss than the holders of class A notes. Investors in the class B notes will also bear the risk of any adverse changes in the anticipated yield and weighted average life of their notes resulting from any variability in payments of principal of and/or interest on the class B notes.
|
|||
The yield to maturity on the class B notes may be more sensitive than the yields to maturity on the class A notes because of losses due to defaults on the trust student loans and the timing of those losses, to the extent the losses are not covered by any applicable credit enhancement. The timing of receipt of principal of and interest on the class B notes may be adversely affected by the losses even if those notes do not ultimately bear such losses.
|
|||
Withdrawal Or Downgrade Of Initial Ratings May Decrease The Prices Of Your Notes
|
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.
|
||
The Notes May Be Assigned Lower Ratings From Other NRSROs Than Those Assigned By The Rating Agencies
|
The sponsor, or an affiliate, will pay a fee to [two] [three] rating agencies (together, the “Rating Agencies”) to assign the initial credit ratings to the notes on or before the closing date.
|
|
SEC rules require information conveyed to the Rating Agencies in connection with this transaction to be made available to other nationally recognized statistical rating organizations (“NRSROs”) within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended. Any such NRSRO may use this information to issue whatever rating is, in its opinion, warranted. NRSROs may 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 by one or more NRSROs, what NRSROs are involved, what their stated reasons are for assigning a lower rating, and other factors, if an 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.
|
A Conflict Of Interest May Exist Between the Rating Agencies Engaged to Rate the Notes and the Transaction Parties
|
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 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 any class of the notes.
|
|
A Further Lowering Of The Credit Rating Of The United States Of America May Adversely Affect The Market Value Of Your Notes
|
The credit rating of the United States has been downgraded by a NRSRO and may potentially be downgraded by other NRSROs in the future. The impact of any such further 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.
|
|
The Characteristics Of The Trust Student Loans May Change Between the Statistical Cutoff Date and the Closing Date
|
The statistical information in this prospectus reflects only the characteristics of the [initial] trust student loans as of the statistical cutoff date. The [initial] trust student loans actually sold to the trust on the closing date will have characteristics that differ somewhat from the characteristics of the [initial] trust student loans as of the statistical cutoff date, due to payments received on and other changes in these loans that occur during the period from the statistical cutoff date to the closing date. We do not expect the characteristics of the [initial] trust student loans actually sold to the trust on the closing date to differ materially from the characteristics of the [initial] trust student loans as of the statistical cutoff date.
|
|
However, in making your investment decision, you should assume that the actual characteristics of the trust student loans will vary somewhat from the characteristics of the [initial] trust student loans presented in this prospectus as of the statistical cutoff date.
|
Further, certain characteristics of the final pool of trust student loans may vary from the characteristics of the [initial] pool of trust student loans described in this prospectus due to the acquisition of additional trust student loans during the [supplemental purchase period] [pre-funding period] [revolving period]. The only requirement limiting the purchase of additional trust student loans by the trust is that each such trust student loan must satisfy the eligibility criteria described under “The Trust Student Loan Pool” in this prospectus at the time of its sale to the trust.
|
||
[Any Inability Of The Trust To Acquire Additional Trust Student Loans Would Likely Cause You To Receive An Accelerated Principal Distribution
|
The trust intends to purchase additional trust student loans from the depositor during the [supplemental purchase period] [pre-funding period] [revolving period]. The depositor will acquire these additional trust student loans from one or more of the sellers.
|
|
While the sellers intend to use their best efforts to sell additional trust student loans to the depositor, no seller is required to sell additional trust student loans to the depositor and no assurance can be given that the sellers will have sufficient eligible student loans available to enable the trust to use all amounts on deposit in the supplemental purchase account. If any such funds are not used by the trust to purchase additional trust student loans by the required time, such remaining amounts will become part of available funds on the next distribution date and may result in a full or partial principal payment to the notes. This could shorten the weighted average life of your notes. If your notes are prepaid, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on your notes.]
|
||
Certain Actions Can Be Taken Without Noteholder Approval
|
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.
|
|
[Certain Of The Trust Student Loans Are Rehabilitated Student Loans
|
As of the statistical cutoff date, approximately _____% of the [initial] trust student loans by principal
|
|
balance were at one time defaulted student loans in respect of which a previous eligible lender submitted a claim under the applicable guarantee agreement and was paid for the related loan. Subsequently, the applicable guarantee agency assumed the loan and “rehabilitated” (as described below) each such student loan pursuant to the Higher Education Act, and permissibly re-sold such rehabilitated student loan to an eligible lender on the open market.
To qualify as a rehabilitated student loan, the related borrower was required to make at least nine consecutive timely payments in full at the time of its resale. However, there can be no assurance that the related borrower will continue to meet his or her obligations on a going-forward basis. Any rehabilitated student loan could again become a defaulted student loan, in which case it would be resubmitted to the applicable guarantor for a payment claim.
In making your investment decision, you should assume that the delinquencies, defaults and/or losses on the rehabilitated trust student loans will be higher (and the timing of principal payments on such loans may be different) than those for non-rehabilitated student loans. If a sufficient number of loans again become delinquent or defaulted, you could suffer a loss of expected yield or a loss on your investment.]
|
|
LIBOR Manipulation Claims May Affect the Interest Rate on Your Floating Rate Notes
|
The interest rate on the [class A-1, class A-2A, class A-3 and class B notes] is based on a spread over ____-month LIBOR, as set forth on the cover of this prospectus. The London Interbank Offered Rate, or LIBOR, serves as a global benchmark for home mortgages, student loans and what various issuers pay to borrow money. Certain financial institutions have been accused by various regulators of manipulating LIBOR, and have been alleged to have altered costs when reporting them to regulators. In addition to such regulatory investigations, lawsuits have been filed in the United States District Court for the Southern District of New York seeking damages for losses arising from alleged LIBOR manipulation. Decisions are currently pending as to whether such lawsuits may proceed.
|
It is unknown at this time what effect, if any, these investigations or any related litigation will have on the use of LIBOR as a global benchmark going forward. We cannot provide any assurances that the rate-setting process for LIBOR will not be affected by conduct similar to what has been alleged in the future, or that the investigations into the rate-setting process will not result in changes in the process used to determine LIBOR that could adversely affect the interest rate on your floating rate notes or that could result in a disruption in the rate-setting process. Therefore, the rate at which your floating rate notes bear interest could be adversely affected by misconduct in the rate-setting process for LIBOR or as a result of future changes to such process. It is also unknown whether there will be a negative effect to you if the LIBOR global benchmark is no longer available.
|
||
The Notes May Be Repaid Early Due To An Auction Sale Or The Exercise Of The Purchase Option. If This Happens, Your Yield May Be Affected And You Will Bear Reinvestment Risk
|
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.
|
||
Subordinated Noteholders May Not Be Able To Direct The Indenture Trustee Upon An Event Of Default Under The Indenture
|
If an event of default occurs under the indenture, only the holders of the controlling class of notes, [which is defined as the holders of the then outstanding class or classes of the most senior notes], will be able to waive that event of default, accelerate the maturity dates of the notes or direct any remedial action under the indenture. In this event, the holders of the class B notes will not have any rights to direct any remedial action until each more senior class of notes has been paid in full.
|
[Dividing the Class [A-2] Notes into the Class [A-2A] Notes and the Class [A-2B] Notes May Reduce the Liquidity of One or Both Classes]
|
[The principal amounts of each class of notes will be determined on the pricing date. The class [A-2] notes will be divided into two companion classes, the fixed class [A-2B] notes and the floating class [A-2A] notes, and one such companion class of the class A-2 notes is likely to have a smaller, and possibly a significantly smaller, principal amount than its companion class of notes. Potentially, such lesser principal amount may make the market for notes of such smaller class less liquid than would otherwise be the case. Further, even if the class [A-2A] notes and class [A-2B] notes have relatively similar outstanding principal amounts, such classes still may each be less liquid than if the sub-classes of class A-2 notes were offered solely as one combined class of notes. In all other respects the two sub-classes will have identical rights and payment priorities.] [Note: To be included only if fixed-rate notes are to be offered on a pro rata payment of principal basis with a class of floating rate notes.]
|
|
[Retention Of Some Or All Of The Class ___ Notes By The Depositor Or Its Affiliate May Reduce The Liquidity Of The Class ___ Notes]
|
[Some or all of the class ___ notes may be retained by the depositor or an affiliate of the depositor and, consequently, the market for the class ___ notes may be less liquid than would otherwise be the case. In addition, if any of the retained class ___ notes are subsequently sold in the secondary market, demand and market price for any class ___ notes already in the market could be adversely affected.] [Note: To be included only if notes of a particular class or classes will be retained by the depositor or an affiliate of the depositor.]
|
|
Risks Relating To Student Loans
|
||
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, regulatory changes affecting the student loan market and the general economy. Various loan consolidation programs, including those offered by affiliates of the depositor, available to eligible borrowers may increase the likelihood of
|
prepayments. 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 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-sensitive repayment plans or repayment term or monthly payment amount modifications agreed to by the servicer. 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, [the provision for the auction of the trust student loans,] [and the possibility that any pre-funded amount may not be fully used to purchase additional student loans] create[s] 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.
|
||
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, 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
|
U.S. 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.
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.
|
||
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 applicable seller) 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 you, however, that the depositor (and, in turn, the applicable seller) or the servicer will have the financial resources to make a purchase or substitution. In this case, you will bear any resulting loss.
|
|
Incentive Programs May Affect Your Notes
|
At the present time, the sellers of the trust student loans make available to borrowers 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 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 [most senior class of] noteholders may remove the servicer without the consent of the trustee or 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 cost of the transfer of servicing to the successor servicer;
● 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 [most senior class of] 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.
|
||
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 a class of senior 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 prospectus is insufficient, you may suffer a delay in payment or losses on your notes.
|
|
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 guaranteed student loan is the guarantee provided by the applicable guarantor. Student 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 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 U.S. 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 U.S. Department of Education that support federal guarantors or that may require guarantors to pay more of their reserves to the U.S. 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.
|
||
The U.S. 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 U.S. Department of Education for payment. The U.S. 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 U.S. 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 U.S. Department of Education determines that the guarantor is able to meet its guarantee obligations, the U.S. Department of Education will not make guarantee payments to the issuing entity. The U.S. Department of Education may or may not make the necessary determination that the guarantor is unable to meet its guarantee obligations. If the U.S. 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 U.S. 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 U.S. 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 us. If it does, the billings submitted by the eligible lender trustee or the servicer to the U.S. 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 U.S. 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 U.S. 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 U.S. 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 the notes.
|
||
The servicing agreement for your notes and other servicing agreements of the depositor will contain 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.
|
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, Navient Cfc Or The Other Sellers 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 other sellers, 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 that it issues.
|
|
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 a parity with the interest of the indenture trustee.
|
||
An Issuing Entity May Be Affected By Delayed Payments From Borrowers Called To Active Military Service
|
The Higher Education Act, 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. Recent and ongoing military operations by the United States have increased 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.
|
|
The Servicemembers Civil Relief Act also limits the ability of a lender in the FFELP to take legal action against a borrower during the borrower’s period of active duty and, in some cases, during an additional period thereafter.
|
||
We do not know how many trust student loans have been or may be affected by the application of these laws. As a result, there may be unanticipated delays in payment and losses on the trust student loans.
|
||
[Risks Relating To Swap Agreements]
|
[If an issuing entity is a party to one or more interest rate or currency, as applicable, swap agreements, the following risk factors will apply.]
|
|
In The Event Of An Early Termination Of A Swap Agreement Due To Certain Swap Termination Events, An Issuing Entity May Be Required To Make A Large Termination Payment To Any Related Swap Counterparty
|
Because the [class A-2B notes] bear interest at a fixed rate, the trust is entering into one or more interest rate swap agreements to hedge basis risk.
A swap agreement generally may not be terminated except upon the occurrence of enumerated termination events set forth under “Description of the Notes—Swap Agreement[s]” in this prospectus. Depending on the reason for the termination, however, a swap termination payment may be due from either the issuing entity or the related swap counterparty.
|
If a termination event under any of these swap agreements occurs and the issuing entity owes the related swap counterparty a large termination payment that is required to be paid pro rata with interest due to the related notes, the issuing entity may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal, and the holders of all classes of notes may suffer a loss.
|
||
[Your Notes Will Have Greater Risk If An Interest Rate Swap Agreement Terminates]
|
[If on any distribution date a payment is due to the issuing entity under an interest rate swap agreement, but the related swap counterparty defaults and the administrator is unable to arrange for a replacement swap agreement, holders of such notes will remain entitled to the established rate of interest even though the related swap agreement has terminated. If this occurs, amounts available to make payments on the related notes will be reduced to the extent the interest rates on those notes exceed the rates which the issuing entity would have been required to pay to the swap counterparty under the terminated interest rate swap agreement. In this event, the issuing entity may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal to all classes of notes and you may suffer a loss.]
|
|
[Your Notes Will Have Greater Risk If An Interest Rate Cap Agreement Terminates]
|
[If on any distribution date a payment is due to the issuing entity under an interest rate cap agreement, but the related cap counterparty defaults and the administrator is unable to arrange for a replacement interest rate cap agreement, holders of such notes will remain entitled to the established rate of interest even though the related interest rate cap agreement has terminated. If this occurs, amounts available to make payments on the related notes will be reduced to the extent of the payment which the issuing entity would have been eligible to receive from the cap counterparty under the terminated interest rate cap agreement. In this event, the issuing entity may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal to all classes of notes and you may suffer a loss.]
|
· | acquiring, holding, selling and managing the trust student loans [(which shall include both the [initial] trust student loans to be acquired on the closing date and any eligible student loans which may be acquired from time to time with amounts on deposit in the [supplemental purchase account] [pre-funding account] [additional loan account] during the [supplemental purchase period] [pre-funding period] [revolving period])] and the other assets of the trust and related proceeds; |
· | issuing the notes[, the RC certificate] and the excess distribution certificate; |
· | making payments on the notes[, the RC certificate] and the excess distribution certificate; |
· | [entering into one or more swap agreements and making the required payments set forth therein;] |
· | [entering into the interest rate cap agreement and making the upfront payment required under that agreement; and] |
· | engaging in other incidental or related activities. |
· | the pool of trust student loans [(including both the [initial] trust student loans and any additional trust student loans),] legal title to which will be held by the eligible lender trustee, for the benefit of the trust; |
· | all funds collected on trust student loans, including any special allowance payments, interest subsidy payments and any guarantor or Department of Education payments, received on or after the cutoff date; |
· | all moneys and investments from time to time on deposit in the Trust Accounts; |
· | its rights under the transfer and servicing agreements, including the right to require the applicable seller, the applicable purchaser or the servicer to repurchase or purchase, as applicable, trust student loans from it or to substitute student loans under certain conditions; |
· | its rights under the guarantee agreements with guarantors; |
· | [its rights under all swap agreements entered into from time to time and the related documents; [and]] |
· | [its rights under the interest rate cap agreement and the related documents.] |
[Floating] Rate Class A-1 Student Loan-Backed Notes
|
$ | |||
[Fixed] Rate Class A-2A Student Loan-Backed Notes
|
$ | |||
[Floating] Rate Class A-2B Student Loan-Backed Notes
|
$ | |||
[Floating] Rate Class B Student Loan-Backed Notes
|
$ | |||
[RC Certificate]*
|
$ | |||
Equity
|
$
|
100
|
||
Total
|
$ |
· | 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. |
· | is a [consolidation loan made under the FFELP] [FFELP loan] that is guaranteed as to at least (1) 100% with respect to trust student loans with an initial date of disbursement prior to October 1, 1993, (2) 98% with respect to trust student loans with an initial date of disbursement prior to July 1, 2006 and on or after October 1, 1993 or (3) 97% with respect to trust student loans with an initial date of disbursement on or after July 1, 2006, of its principal and interest by a guaranty agency under a guarantee agreement and the guaranty agency is, in turn, reinsured by the Department of Education in accordance with the FFELP under a guarantee agreement; |
· | contains terms in accordance with those required by the FFELP, the guarantee agreements and other applicable requirements; |
· | is fully disbursed; |
· | is not more than 270 days past due; |
· | [is serviced by [subservicer]]; |
· | does not have a borrower who is noted in the related records of the servicer [subservicer] as being currently involved in a bankruptcy proceeding; and |
· | has special allowance payments, if any, based on the 91-day Treasury bill rate or one-month LIBOR. |
Disbursement Date
|
Percentage Guaranteed
|
Prior to October 1, 1993
|
100%
|
On or after October 1, 1993 but before July 1, 2006
|
98%
|
On or after July 1, 2006
|
97%
|
· | 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. |
· | 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. |
● | commercial banks, thrift institutions and credit unions; |
● | pension funds and insurance companies; |
● | educational institutions; and |
● | various state and private nonprofit loan originating and secondary market agencies. |
● | 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 |
● | 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. |
· | Such seller has good and marketable title to, and is the sole owner of, the trust student loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those student loans; |
· | The related transfer agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the trust student loans in favor of the depositor and the interim eligible lender trustee, for the benefit of the depositor, or the trust and the eligible lender trustee, for the benefit of the trust, as the case may be, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from such seller; |
· | The trust student loans constitute either “payment intangibles” or “accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; |
· | As of the statistical cutoff date, in the case of the [initial] trust student loans, [or as of the related subsequent cutoff date, in the case of any additional trust student loan,] the trust student loans are Eligible Loans and the description of such student loans set forth in the related transfer agreement is true and correct; |
· | The related seller is authorized to sell, assign, transfer, substitute and repurchase the trust student loans; and the sale, assignment and transfer of such student loans is or, in the case of a trust student loan repurchase or substitution by the seller, will be made pursuant to and consistent with the laws and regulations under which the related seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which such seller is a party or by which such seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; |
· | The trust student loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective borrowers thereunder subject to no defenses (except the defense of infancy); |
· | No consents or approvals are required by the terms of the trust student loans for the consummation of the sale of the trust student loans hereunder to the interim eligible lender trustee (on behalf of the depositor) or eligible lender trustee (on behalf of the trust), as the case may be; |
· | As of the statistical cutoff date, in the case of the [initial] trust student loans, [or as of the related subsequent cutoff date, in the case of any additional trust student loan,] each trust student loan has been duly made and serviced in accordance with the provisions of the FFELP, and has been duly insured by a guarantor; as of the statistical cutoff date, in the case of the [initial] trust student loans, [or as of the related subsequent cutoff date, in the case of any additional trust student loan,] such guarantee is in full force and effect and is freely transferable to the interim eligible lender trustee (on behalf of the depositor) or eligible lender trustee (on behalf of the trust), as the case may be; and all premiums due and payable to such guarantor shall have been paid in full as of the related purchase date; |
· | Any payments on the trust student loans received by the seller that have been allocated to the reduction of principal and interest on such trust student loans have been allocated on a simple interest basis; the information with respect to the applicable trust student loans as of the statistical cutoff date, in the case of the [initial] trust student loans, [or as of the related subsequent cutoff date, in the case of any additional trust student loan,] as stated in the related transfer agreement is true and correct; |
· | Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the trust student loans and, with respect to any student loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made; |
· | All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; |
· | Each trust student loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; |
· | No trust student loan is more than two hundred seventy (270) days past due as of the statistical cutoff date, in the case of the [initial] trust |
· | It is the intention of each seller, and each such seller will represent and warrant in the related transfer agreement, that the transfer and assignment contemplated in the related transfer agreement constitute a valid sale of the related student loans from such seller to the depositor (and with respect to legal title to the interim eligible lender trustee for the benefit of the depositor) and from the depositor to the trust (and with respect to legal title to the eligible lender trustee for the benefit of the trust), as applicable, and that the beneficial interest in and title to such student loans not be part of such seller’s or the depositor’s, as applicable, estate in the event of the bankruptcy or the appointment of a receiver with respect to such seller or the depositor, as the case may be; |
· | With respect to the first sale of student loans from the seller to the interim eligible lender trustee for the benefit of the depositor and from the depositor to the eligible lender trustee for the benefit of the trust, as applicable, it has caused or will have caused, within ten days of the closing date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the trust student loans granted to the interim eligible lender trustee for the benefit of the depositor and from the depositor to the eligible lender trustee for the benefit of the trust, as applicable, hereunder; |
· | Except for trust student loans executed electronically, there is only one original executed copy of the related promissory note evidencing each trust student loan. For trust student loans that were executed electronically, either (i) the servicer has possession of the electronic records evidencing the related promissory note or (ii) the applicable seller has agreements with the previous holders or servicers of such promissory note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the notes, in each case as may be necessary to enforce the related promissory note or as may be required by applicable e-sign laws; |
· | No seller or the depositor, as applicable, has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the trust student loans. Such seller or the depositor, as applicable, has not authorized the filing of and is not aware of any financing statements against it that include a description of collateral covering the trust |
· | No borrower of a trust student loan as of the statistical cutoff date, in the case of the [initial] trust student loans, [or as of the related subsequent cutoff date, in the case of any additional trust student loan,] is noted in the related trust student loan file as being currently involved in a bankruptcy proceeding; |
· | [With respect to all additional trust student loans (other than with respect to substituted loans), the [supplemental purchase period] [pre-funding period] [revolving period] is in full force and effect]; and |
· | [No borrower of a trust student loan who resides in New York City is delinquent on any payments then due and payable on such trust student loan.] |
· | is an Eligible Guaranteed Student Loan (as defined in “Description of the Notes—The Asset Representations Review” in this prospectus); |
· | is owned by the applicable seller and is fully disbursed; |
· | the stated interest rate (before giving effect to any applicable borrower benefits) is not less than the maximum rate permitted under the Higher Education Act for such student loan; |
· | is eligible for the payment of the quarterly special allowance at the full and undiminished rate established under the formula set forth in the Higher Education Act for such student loan; |
· | if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a student loan for which interest either is billed quarterly to borrower or deferred until commencement of the repayment period, in which case such accrued interest is subject to capitalization to the full extent permitted by the applicable guarantor; |
· | is current or no payment of principal or interest shall be more than 270 days past due as of the statistical cutoff date, in the case of the [initial] |
· | the last disbursement was before the statistical cutoff date, in the case of the [initial] trust student loans, [or before the subsequent cutoff date, in the case of any additional trust student loan]; |
· | is supported by the following documentation (which for a rehabilitated student loan, and to the extent applicable, need only be provided since the related date of such student loan’s rehabilitation in accordance with the provisions of the Higher Education Act): |
o | loan application, and any supplement thereto, |
o | original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all student loans so represented are not being sold) or the electronic records evidencing the same, |
o | evidence of a guarantee, |
o | any other document and/or record which the seller may be required to retain pursuant to the Higher Education Act, |
o | if applicable, payment history (or similar document) including (i) an indication of the principal balance and the date through which interest has been paid, each as of the statistical cutoff date, in the case of the [initial] trust student loans, [or the related subsequent cutoff date, in the case of any additional trust student loan,] and (ii) an accounting of the allocation of all payments by the borrower or on the borrower’s behalf to principal and interest on the student loan, |
o | if applicable, documentation which supports periods of current or past deferment or past forbearance, |
o | if applicable, a collection history, if the student loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact borrower and any endorser and, if required by the guarantor, copies of all letters and other correspondence relating to due diligence processing, |
o | if applicable, evidence of all requests for skip-tracing assistance and current address of borrower, if located, |
o | if applicable, evidence of requests for pre-claims assistance, and evidence that the borrower’s school(s) have been notified, and |
o | if applicable, a record of any event resulting in a change to or confirmation of any data in the related trust student loan file. |
· | 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. |
· | a segregated account with a Federal Deposit Insurance Company (the “FDIC”)-insured depository institution which has either (A) a long-term unsecured debt rating acceptable to the applicable rating agencies or (B) a short-term unsecured debt rating or certificate of deposit rating acceptable to the applicable rating agencies; or |
· | a segregated trust account with the corporate trust department of a depository institution having corporate trust powers, so long as any of the securities of that depository institution have an investment grade credit rating from each applicable rating agency. |
· | direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; provided that obligations of, or guaranteed by, the Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation (Freddie Mac) or the Federal National Mortgage Association (Fannie Mae) shall be eligible investments only if, at the time of investment, they meet the criteria of each of the rating agencies |
· | demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in the first bullet point above or portion of such obligation for the benefit of the holders of such depository receipts); provided that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each distribution date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a person other than such depository institution or trust company) thereof shall have a credit rating specified by each of the rating agencies rating the notes issued by that trust; |
· | commercial paper having, at the time of the investment, a rating to be specified by each of the rating agencies rating the notes issued by that trust; |
· | investments in money market funds having a rating to be specified by each of the rating agencies rating the notes issued by that trust (including funds for which the indenture trustee, the administrator or the trustee or eligible lender trustee, as applicable, or any of their respective affiliates is investment manager or advisor); |
· | bankers’ acceptances issued by any depository institution or trust company referred to in the second bullet point above; |
· | repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in the second bullet point above; |
· | repurchase obligations with respect to student loans serviced by the servicer or an affiliate thereof, entered into with an institution that is an eligible lender (under the FFELP) or that holds student loans through an eligible lender trustee and whose short-term debt ratings are not less than a rating to be set by the rating agencies rating the notes issued by that trust, provided that the applicable repurchase date shall |
· | any other investment which would not result in the downgrading or withdrawal of any rating of the notes by any of the rating agencies as affirmed in writing to the indenture trustee. |
· | 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, |
· | 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 aggregate amount, if any, of primary servicing fees for any month accrued in excess of the related primary servicing fee monthly cap that remains unpaid from prior distribution dates; |
· | 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 three bullets that remain unpaid from prior distribution dates; and |
· | interest on any unpaid amounts. |
· | 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 U.S. 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 trustee or eligible lender trustee, as applicable; |
· | 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 trustee or eligible lender trustee, as applicable, or the administrator or (2) to the servicer, the indenture trustee and the trustee or eligible lender trustee, as applicable, by holders of 50% or more of [the notes] [the most senior notes then outstanding]; |
· | 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 monthly and annual distribution statements to the trustee or eligible lender trustee, as applicable, 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 |
● | any failure by the administrator to observe or perform in any material respect any other term, covenant or agreement in an 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 trustee or the owner trustee or eligible lender trustee, as applicable, or |
o | to the administrator, the indenture trustee, the owner trustee or the eligible lender trustee, as applicable, by holders of 50% or more of [the notes] [senior notes]; |
● | the occurrence of an insolvency event involving the administrator; or |
● | any failure by the administrator 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. |
· | the amount of principal distributions for each class of notes [or amounts deposited in an additional loan account during the revolving period]; |
· | 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 any seller 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; |
· | any amounts paid to any swap counterparty; |
· | the balance of any reserve account [and capitalized interest 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 [and capitalized interest account,] with respect to such distribution date; |
· | [the amount received from and paid to each swap counterparty for such distribution date;] |
· | any applicable triggers or asset tests are then in effect (including whether a Rejected Guaranty Claims Trigger Event has occurred within the previous 90 days); |
· | [if applicable, the amount of trust student loans added during [a pre-funding period] [[or] a revolving period] [[or] a 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 holders of the excess distribution certificates 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. |
Class
|
Spread
|
|
Class A-1
|
plus ____%
|
|
Class A-2A
|
plus ____%
|
|
Class A-3
|
plus ____%
|
· | the outstanding principal balance of the trust student loans, plus |
· | any accrued interest on the trust student loans as of the last day of the related collection period that is expected to be capitalized, plus |
· | [Capitalized Interest, plus] |
· | the balance of the reserve account on the distribution date following those distributions made under clauses (a) through [(h)] under “—Distributions—Distributions from the Collection Account” below, minus |
· | the Specified Reserve Account Balance for that distribution date, or |
· | an event of default under the indenture relating to the payment of principal of any class of notes at their 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; provided that, failure to pay interest on the class B notes due to insufficient Available Funds shall not be an event of default so long as the class A notes are then outstanding, |
· | 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 fixed rate of interest with respect to the [class A-2B notes], |
· | the outstanding principal balance of the [class A-2B notes] immediately following the preceding distribution date (or with respect to the first distribution date, the closing date); and |
· | a fraction, the numerator of which is 90 (or, with respect to the first distribution date, ) and the denominator of which is 360. |
· | a LIBOR-based floating rate of interest (provided that LIBOR for the first accrual period will be determined using the same formula that applies to the LIBOR-based notes); |
· | the outstanding principal balance of the related class of notes immediately following the preceding distribution date (or with respect to the first distribution date, the closing date); and |
· | a fraction, the numerator of which is the actual number of days elapsed in the related accrual period and the denominator of which is 360. |
· | the failure of the trust or any swap counterparty to pay or deliver any amount when due under the related swap agreement after giving effect to the applicable grace period; |
· | the occurrence of certain events of bankruptcy and insolvency; |
· | an acceleration of the principal of the notes following an event of default under the indenture (other than an event of default relating to a breach of any covenant or a violation of any representation or warranty) which acceleration has become non-rescindable and non-waivable; |
· | an acceleration of the principal of the notes following an event of default under the indenture for a breach of any covenant or a violation of any representation or warranty which acceleration has become non-rescindable and non-waivable, and pursuant to which the indenture trustee has liquidated the trust student loans; and |
· | the following other standard events of default under the 1992 ISDA Master Agreement, as modified by the terms of each swap agreement: “Breach of Agreement” (not applicable to the trust), “Credit Support Default”, “Misrepresentation” (not applicable to the trust), “Default Under Specified Transaction” (not applicable to the trust), “Cross‑Default” (not applicable to the trust) and “Merger Without Assumption” (not applicable to the trust), as described in Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(a)(viii), respectively, of the 1992 ISDA Master Agreement. |
· | the greater of (i) zero, and (ii) the excess of [___]-month LIBOR over ____%; and |
· | a notional amount equal to $[____________]. |
· | the failure of the cap counterparty to pay or deliver any amount when due under the related cap agreement after giving effect to the applicable grace period; |
· | the occurrence of certain events of bankruptcy and insolvency; |
· | an acceleration of the principal of the notes following an event of default under the indenture (other than an event of default relating to a breach of any covenant or a violation of any representation or warranty) which acceleration has become non-rescindable and non-waivable; |
· | an acceleration of the principal of the notes following an event of default under the indenture for a breach of any covenant or a violation of any representation or warranty which acceleration has become non-rescindable and non-waivable, and pursuant to which the indenture trustee has liquidated the trust student loans; and |
· | the following other standard events of default under the 1992 ISDA Master Agreement, as modified by the terms of each cap agreement: “Breach of Agreement” (not applicable to the trust), “Credit Support Default”, “Misrepresentation” (not applicable to the trust), “Default Under Specified Transaction” (not applicable to the trust), “Cross‑Default” (not applicable to the trust) and “Merger Without Assumption” (not applicable to the trust), as described in Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(a)(viii), respectively, of the 1992 ISDA Master Agreement. |
Party
|
Amount
|
|
Servicer
|
The primary servicing fee(1) for any month will equal the sum of the monthly servicing fees for the trust student loans owned by the trust during that month. The monthly servicing fee for a trust student loan will be calculated on a unit basis and will equal [(i) $_____ per month per borrower for trust student loans that are in in-school status, (ii) $_____ per month per borrower for trust student loans that are in grace status and (iii) $_____ per month per borrower for all other trust student loans. For purposes of calculating the primary servicing fee for any month, a trust student loan’s current payment status will be determined as of the last day of the preceding calendar month. In the event a borrower has more than one trust student loan and those loans are in different payment statuses, the monthly servicing fee will be paid at the higher unit rate.] [The monthly servicing fee for a trust student loan will be calculated on a unit basis and will equal $____ per month per borrower.] [In In no event, however, will the primary servicing fee for any month exceed 1/12 of _____% of the outstanding principal balance of the trust student loans.]
|
|
Administrator(1)
|
$______ per collection period, payable in arrears.
|
|
Indenture Trustee and Eligible Lender Trustee(2)
|
Up to $______ per annum, payable in advance.
|
|
Delaware Trustee(3)
|
$______ per annum, payable in advance.
|
|
Asset Representation Reviewer(4)
|
[$______ per ______, payable in [arrears] [advance], plus a fee of $___ per test completed on each reviewed loan.]
|
* | Does not include amounts due for costs, expenses and indemnity payments (which are subject to applicable caps regarding annual aggregate amounts to be paid before the noteholders receive distributions due and payable on a distribution date.) |
(1) | To be paid before any amounts are distributed to the noteholders. |
(2) | To be paid by the administrator pursuant to a separate agreement with the indenture trustee and the eligible lender trustee, and may be paid by the trust if there is an event of default on the notes, and such amount has not previously been paid. |
(3) | To be paid by the administrator pursuant to a separate agreement with the Delaware trustee, and may be paid by the trust if there is an event of default on the notes, and such amount has not previously been paid. |
[(4) | To be paid before any amounts are distributed to the noteholders, subject to an annual cap of $___ on amounts paid in that priority, or thereafter to the extent in excess of that cap, or by the administrator. |
· | pay to noteholders the interest payable on the related distribution date; |
· | [pay the swap counterparty or counterparties any amounts due under the swap agreement;] and |
· | reduce the outstanding principal balance of each class of notes then outstanding on the related distribution date to zero. |
· | the minimum purchase amount described under “—Optional Purchase” in this prospectus (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. |
· | a Rejected Guaranty Claims Trigger Event occurs, and |
· | the requisite amount of Directing Noteholders vote to cause the review. |
· | is a Stafford Loan or a PLUS Loan or a consolidation loan [or other type of federally guaranteed loan]; |
· | is guaranteed as to principal and interest by the applicable guarantor to the maximum extent permitted by the Higher Education Act for such student loan; and |
· | the related trust student loan file includes evidence of the related guarantee. |
·
|
the asset representations reviewer no longer meets certain specified eligibility requirements;
|
·
|
the asset representations reviewer fails to perform in any material respect any other covenant or agreement or breaches any of its representations or warranties; or
|
·
|
certain specified insolvency events occur with respect to the asset representations reviewer.
|
· | a trade confirmation, |
· | an account statement, |
· | a letter from a broker dealer that is acceptable to the administrator, or |
· | any other form of documentation that is acceptable to the administrator. |
· | a statement that the trust has received a communication request, |
· | the date the request was received, |
· | the name of the requesting noteholder, |
· | a statement that the requesting noteholder is interested in communication with other noteholders about the possible exercise of rights under the transaction documents, and |
· | a description of the method by which the other noteholders may contact the requesting noteholder. |
· | 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 issuing entity, and the assumption by any such successor of the covenants of the issuing entity in the indenture and in the notes; |
· | to add to the covenants of the issuing entity for the benefit of the noteholders or to surrender any right or power herein conferred upon the issuing entity; |
· | 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; |
· | 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; or |
· | to correct any manifest error in the terms of the indenture as compared to the terms expressly set forth in this prospectus. |
· | 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] [senior note] after it is due and payable; [provided that, for the |
· | 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] [senior 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 trustee or eligible lender trustee, as applicable, 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 [senior] notes consent to the sale; |
· | the proceeds of the sale are sufficient to pay in full the principal and accrued interest on the outstanding [senior] 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 [senior] 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 (or senior notes, if applicable), 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, or senior notes, if applicable. |
· | 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. |
· | the administrator advises the indenture trustee in writing that DTC is not willing or able to discharge its responsibilities as depository for the 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 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 notes. |
· | A financing statement or statements covering the student loans naming each seller, as seller/debtor, will be filed under the UCC to protect the interest of the depositor in the event that the transfer by that 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, will also be filed under the UCC to |
· | Level 1 – inputs include quoted prices for identical instruments and are the most observable; |
· | Level 2 – inputs include quoted prices for similar instruments and observable inputs such as interest rate and yield curves; and |
· | Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument. |
· | interest accrues on the notes at the rates described above. [In determining the interest payments on the floating rate class A-1, class A-2A, class A-3 and class B notes, one-month LIBOR is assumed o reset consistent with the applicable forward rate curve as of _____, 20__]; |
· | principal and interest cash flows for the trust student loans are calculated using the assumptions described in “Characteristics Of The [Initial] Trust Student Loan Pool” in this prospectus; |
· | credit losses on the trust student loans are applied in a range of [__]% to [__]% in accordance with the default curve described below; |
· | expected borrower benefits will be paid on the trust student loans in a range of [__]% to [__]% in accordance with the expected borrower benefit curve described below; |
· | prepayments on the trust student loans are applied monthly in a range of [__]% to [__]% in accordance with the prepayment rate described below; |
· | the discount rate applicable to the cash flows for [the excess distribution certificate] [OR A DIFFERENT FIRST LOSS TRANCHE] is [__]% to [__]% determined in accordance with the discount rate described below; and |
· | [OTHER ASSUMPTIONS TO BE ADDED AS APPLICABLE]. |
· | Default curve – estimated using assumptions regarding expected credit losses based on the composition of the trust student loans, the performance of prior securitized pools, economic conditions, the loss assumptions of the hired NRSROs, and other factors; |
· | Expected borrower benefit curve – estimated using assumptions regarding the expected borrower benefits that will be paid within the trust based on the asset type and the type of borrower benefits available to that asset type; |
· | Prepayment rate – estimated using assumptions regarding the expected prepayment speeds on pools of student loans based on the asset type; and |
· | Discount rate – estimated rate used in discounted cash flow analysis to determine the present value of future cash flows. Due to the lack of an actively traded market in residual interests in the student loan business, the discount rate was derived using quantitative and qualitative factors that consider the equity-like component of the first-loss exposure. |
Notes
|
Fair Value ($)
|
Fair Value (%)
|
Class A-1 Notes
|
$
|
%
|
Class A-2A Notes
|
$
|
%
|
Class A-2B Notes
|
$
|
%
|
Class A-3 Notes
|
$
|
%
|
Class B Notes
|
$
|
%
|
[Excess Distribution Certificate]
|
$
|
%
|
[RC Certificate]
|
$
|
%
|
Total
|
$
|
%
|
· | 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; |
· | certain other retirement plans and arrangements described in Section 4975 of the Code, including: |
1. | individual retirement accounts and annuities, and |
· | 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 issuance of the series of notes of the trust, including as Exhibits to the Form 8-K the transaction agreements or other documents specified in this prospectus; |
· | 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 specified in this prospectus, with the first such Form 10-D filed post-closing to include the required post-closing information specified in Rule 4(c)(1)(ii) and Rule 4(c)(2)(ii) of Regulation RR; 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. |
· | it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the trust; and |
· | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom. |
Underwriter
|
Class A-1
Notes
|
Class A-2A
Notes
|
Class A-2B
Notes
|
Class A-3 Notes
|
Class B
Notes
|
|||||||||||||||
$
|
$
|
$
|
$
|
$
|
||||||||||||||||
Total
|
$
|
$
|
$
|
$
|
$
|
Initial Public Offering Price
|
Underwriting Discount
|
Proceeds to The Depositor
|
Concession
|
Reallowance
|
||||||
Per Class A-1 Note[*]
|
%
|
%
|
%
|
%
|
%
|
|||||
Per Class A-2A Note[*]
|
%
|
%
|
%
|
%
|
%
|
|||||
Per Class A-2B Note[*]
|
%
|
%
|
%
|
%
|
%
|
|||||
Per Class A-3 Note[*]
|
%
|
%
|
%
|
%
|
%
|
|||||
Per Class B Note[*]
|
%
|
%
|
%
|
%
|
%
|
|||||
Total
|
$
|
$
|
$
|
· | if the form of risk retention is changed from the type specified in sub-paragraph (d) of Article 405(1) and paragraph (1) sub-paragraph (d) of Article 51 to any other type specified in paragraph (1) of Article 51, it will act to cause the trust, or the administrator on behalf of the trust, to publish a notice of such change on the Irish Stock Exchange’s website at http://www.ise.ie; |
· | the depositor will not, and it will procure that its affiliates do not, sell, hedge or otherwise mitigate its credit risk under or associated with the material net economic interest retained by it or the underlying loans, except to the extent permitted in accordance with Article 405(1) and Article 51; |
· | it will, or will cause the trust, or the administrator on behalf of the trust, to provide the indenture trustee confirmation of its compliance with its undertaking in respect of the retention of the material net economic interest: (1) on a monthly basis and (2) at any time upon the notification by the administrator to the depositor (a) that the administrator has determined that the performance of the notes or the risk characteristics of the notes or of the loans has materially changed or (b) following a breach of the obligations as set forth in the agreements entered into by the depositor and the issuing entity in connection with the notes and the loans; and |
· | it will notify the trust and the administrator promptly of: (1) any change in the identity of the entity holding the retained net economic interest; and (2) any breach of its undertaking in respect of the retention of the material net economic interest. |
· | if the Pool Balance as of the last day of the related collection period is greater than ___% of the Initial Pool Balance, then the Adjusted Pool Balance shall be the sum of the Pool Balance, Capitalized Interest 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 ___% of the Initial Pool Balance, then the Adjusted Pool Balance shall be the Pool Balance. |
· | $______ per annum in the absence of an event of default under the indenture; and |
· | in the event that there is an event of default on the notes (with no acceleration of the maturity of the notes) as a result of an uncured default in the observance or performance by the trust of any covenant or agreement, $______ per annum; |
· | all collections on the trust student loans, including any guarantee payments received on the trust student loans, but net of: |
(1) | any collections in respect of principal of the trust student loans applied by the trust to repurchase guaranteed loans from the guarantors under the guarantee agreements, |
(2) | all amounts required by the Higher Education Act to be paid to the Department of Education or to be repaid to borrowers, whether or not in the form of a principal reduction of the applicable trust student loan, on the trust student loans for that collection period, including floor income rebate fees and consolidation loan rebate fees, and |
(3) | amounts deposited into the floor income rebate account during any related collection period; |
· | any interest subsidy payments and special allowance payments 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 or the subservicer’s customary servicing procedures, as applicable, net of expenses incurred by the servicer or the subservicer, as the case may be, 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, as the case may be, 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 repurchased by the sellers; |
· | the aggregate amounts, if any, received from the sellers, the depositor or the servicer [or the subservicer], 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; |
· | investment earnings for that distribution date earned on amounts on deposit in each Trust Account; |
· | amounts transferred from the reserve account in excess of the Specified Reserve Account Balance as of that distribution date; |
· | once the Department of Education has netted all payments, any amounts on deposit in the floor income rebate account that were deposited into such account during the related collection periods; |
· | [on the _______ 20__ and _______ 20__ distribution dates, all funds then on deposit in the capitalized interest account that are transferred into the collection account on those distribution dates;] |
· | [amounts received from any swap counterparty for that distribution date; provided, that, in the event of a termination of a swap agreement, any related swap termination payments received will be used, to the extent required therefor, to enter into a replacement swap agreement and will not constitute Available Funds until such time as the inclusion of such amounts as a part of Available Funds satisfies the Rating Agency Condition;] |
· | [all amounts received by the trust from a cap counterparty, or otherwise under any interest rate cap agreement, for deposit into the collection account for that distribution date;] and |
· | on the initial distribution date, the collection account initial deposit and any amounts transferred into the collection account from the supplemental purchase account following the end of the supplemental purchase period; |
· | if neither of conditions (1) and (2) described under the last paragraph of “Description of the Notes—The Notes—The Class B Notes—Distributions of Principal” in this prospectus are in effect, the amount on deposit in the capitalized interest account on the distribution date following those distributions with respect to clauses (a) through (e) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus, or |
· | if either of conditions (1) or (2) described under the last paragraph of “Description of the Notes—The Notes—The Class B Notes—Distributions of Principal” in this prospectus is in effect, the excess, if any, of (x) the amount on deposit in the capitalized interest account on the distribution date following those distributions with respect to clauses (a) through (d) under “Description of the Notes—Distributions—Distributions from the Collection Account” in this prospectus over (y) the Class B Noteholders’ Interest Distribution Amount. |
· | the amount of interest that was payable on the preceding distribution date to the class A notes, over |
· | the amount of interest actually distributed with respect to the class A notes on that preceding distribution date, |
· | the amount of interest accrued at the class A note interest rate for the related accrual period on the aggregate outstanding balance of the class A notes on the applicable immediately preceding distribution date (or in the case of the initial distribution date, the closing date) after giving effect to all principal distributions to class A noteholders on preceding distribution dates; and |
· | the Class A Note Interest Shortfall for that distribution date. |
· | the amount of interest that was payable on the preceding distribution date to the class B notes, over |
· | the amount of interest actually distributed with respect to the class B notes on that preceding distribution date, |
· | the amount of interest accrued at the class B note interest rate for the related accrual period on the outstanding balance of the class B notes on the immediately preceding distribution date (or in the case of the first distribution date, the closing date) after giving effect to all principal distributions to class B noteholders on preceding distribution dates, and |
· | the Class B Note Interest Shortfall for that distribution date. |
(2) | the Class A Noteholders’ Principal Distribution Amount for that distribution date; |
· | 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 for trust student loans repurchased by the depositor or purchased by any of the sellers, the servicer or the subservicer; |
· | 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 of defaulted trust student loans through that date are reduced from 100% to such other applicable percentages as are required by the risk sharing provisions of the Higher Education Act. |
(a) | _____% of the Adjusted Pool Balance for that distribution date; and |
(a) | (i) for any distribution date occurring prior to the _________ 20__ distribution date, ____% of the Pool Balance as of the close of business on the last day of the related collection period, and (ii) for any distribution date occurring on or after the _________ 20__ distribution date, ____% of the Pool Balance as of the close of business on the last day of the related collection period; and |
(b) | $____________; |
· | is a FFELP loan that is guaranteed as to at least (1) 100% with respect to trust student loans with an initial date of disbursement prior to October 1, 1993, (2) 98% with respect to trust student loans with an initial date of disbursement prior to July 1, 2006 and on or after October 1, 1993 or (3) 97% with respect to trust student loans with an initial date of disbursement on or after July 1, 2006, of its principal and interest by a guaranty agency under a guarantee agreement and the guaranty agency is, in turn, reinsured by the Department of Education in accordance with the FFELP under a guarantee agreement; |
· | contains terms in accordance with those required by the FFELP, the guarantee agreements and other applicable requirements; |
· | is fully disbursed; |
· | is not more than 270 days past due; |
· | does not have a borrower who is noted in the related records of the servicer as being currently involved in a bankruptcy proceeding; and |
· | has special allowance payments, if any, based on the 91-day Treasury bill rate or one-month LIBOR. |
COMPOSITION OF THE [INITIAL] TRUST STUDENT LOANS
AS OF THE STATISTICAL CUTOFF DATE
|
||
Aggregate Outstanding Principal Balance
|
$ | |
Aggregate Outstanding Principal Balance – Treasury Bill
|
$ | |
Percentage of Aggregate Outstanding Principal Balance – Treasury Bill
|
%
|
|
Aggregate Outstanding Principal Balance – One-Month LIBOR
|
$ | |
Percentage of Aggregate Outstanding Principal Balance – One-Month LIBOR
|
%
|
|
[Aggregate Outstanding Principal Balance – Treasury Bill Other]
|
$ | |
[Percentage of Aggregate Outstanding Principal Balance – Treasury Bill Other]
|
%
|
|
Number of Borrowers
|
||
Average Outstanding Principal Balance Per Borrower
|
$ | |
Number of Loans
|
||
Average Outstanding Principal Balance Per Loan – Treasury Bill
|
$ | |
Average Outstanding Principal Balance Per Loan – One-Month LIBOR
|
$ | |
Weighted Average Remaining Term to Scheduled Maturity
|
___ months
|
|
Weighted Average Annual Interest Rate
|
%
|
|
[Aggregate Outstanding Principal Balance of Rehabilitated Loans]
|
$ | |
[Percentage of Aggregate Outstanding Principal Balance of Rehabilitated Loans]
|
%
|
|
[Percent of Stafford Loans]
|
||
[Percent of PLUS Loans]
|
||
[Percent of Consolidation Loans]
|
||
[Aggregate Outstanding Principal Balance—Stafford]
|
||
[Aggregate Outstanding Principal Balance—PLUS]
|
||
[Aggregate Outstanding Principal Balance—Consolidation]
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS BY
LOAN TYPE AS OF THE STATISTICAL CUTOFF DATE
|
||||||||||||
Loan Type
|
Number of Loans
|
Aggregate Outstanding Principal Balance
|
Percent of Pool
by Outstanding Principal Balance
|
|||||||||
Unsubsidized Stafford Loans
|
$
|
%
|
||||||||||
Subsidized Stafford Loans
|
||||||||||||
SLS Loans
|
||||||||||||
PLUS Loans
|
||||||||||||
Consolidation Loans
|
___
|
|||||||||||
Total
|
$ |
$
|
100.0
|
%
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS BY
SCHOOL TYPE AS OF THE STATISTICAL CUTOFF DATE
|
||||||||||||
School Type
|
Number of Loans
|
Aggregate Outstanding Principal Balance
|
Percent of Pool
by Outstanding Principal Balance
|
|||||||||
4-year Institution
|
$
|
%
|
||||||||||
2-year Institution
|
||||||||||||
Proprietary/Vocational
|
||||||||||||
Unidentified
|
___
|
|||||||||||
Total
|
$
|
100.0
|
%
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS
BY BORROWER INTEREST RATES AS OF THE STATISTICAL
CUTOFF DATE
|
Interest Rates
|
Number of Loans
|
Aggregate Outstanding Principal Balance
|
Percent of Pool
by Outstanding Principal Balance |
|||||||||
Less than or equal to 3.00%
|
$ |
%
|
||||||||||
3.01% to 3.50%
|
||||||||||||
5.51% to 6.00%
|
||||||||||||
6.51% to 7.00%
|
||||||||||||
7.51% to 8.00%
|
||||||||||||
8.01% to 8.50%
|
||||||||||||
Equal to or greater than 8.51%
|
___
|
|||||||||||
Total
|
$ |
100.0
|
%
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS BY
OUTSTANDING PRINCIPAL BALANCE PER BORROWER
AS OF THE STATISTICAL CUTOFF DATE
|
|||||||||||||
Range of Outstanding
Principal Balance
|
Number of Borrowers
|
Aggregate Outstanding Principal Balance
|
Percent of Pool
by Outstanding Principal Balance
|
||||||||||
Less than $5,000.00
|
$
|
|
%
|
||||||||||
$5,000.00-$9,999.99
|
|||||||||||||
$10,000.00-$14,999.99
|
|||||||||||||
$15,000.00-$19,999.99
|
|||||||||||||
$20,000.00-$24,999.99
|
|||||||||||||
$25,000.00-$29,999.99
|
|||||||||||||
$30,000.00-$34,999.99
|
|||||||||||||
$35,000.00-$39,999.99
|
|||||||||||||
$40,000.00-$44,999.99
|
|||||||||||||
$45,000.00-$49,999.99
|
|||||||||||||
$50,000.00-$54,999.99
|
|||||||||||||
$55,000.00-$59,999.99
|
|||||||||||||
$60,000.00-$64,999.99
|
|||||||||||||
$65,000.00-$69,999.99
|
|||||||||||||
$70,000.00-$74,999.99
|
|||||||||||||
$75,000.00-$79,999.99
|
|||||||||||||
$80,000.00-$84,999.99
|
|||||||||||||
$85,000.00-$89,999.99
|
|||||||||||||
$90,000.00-$94,999.99
|
|||||||||||||
$95,000.00-$99,999.99
|
|||||||||||||
$100,000.00 and above
|
|||||||||||||
Total
|
100.0
|
%
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS
BY DELINQUENCY STATUS AS OF THE
STATISTICAL CUTOFF DATE
|
||||||||||||
Number of Days Delinquent
|
Number of Loans
|
Aggregate Outstanding Principal Balance
|
Percent of Pool
by Outstanding Principal Balance
|
|||||||||
0 to 30
|
$
|
|
$
|
%
|
||||||||
31 to 60
|
||||||||||||
61 to 90
|
||||||||||||
91 to 120
|
||||||||||||
121 to 150
|
||||||||||||
151 to 180
|
||||||||||||
181 to 210
|
||||||||||||
211 to 240
|
||||||||||||
241 to 270
|
||||||||||||
Total
|
|
|
$
|
100.0
|
%
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS
BY REMAINING TERM TO SCHEDULED MATURITY
AS OF THE STATISTICAL CUTOFF DATE
|
||||||||||||
Number of Months
Remaining to
Scheduled Maturity
|
Number of Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance
|
|||||||||
0 to 3
|
$
|
|
%
|
|||||||||
4 to 12
|
||||||||||||
13 to 24
|
||||||||||||
25 to 36
|
||||||||||||
37 to 48
|
||||||||||||
49 to 60
|
||||||||||||
61 to 72
|
||||||||||||
73 to 84
|
||||||||||||
85 to 96
|
||||||||||||
97 to 108
|
||||||||||||
109 to 120
|
||||||||||||
121 to 132
|
||||||||||||
133 to 144
|
||||||||||||
145 to 156
|
||||||||||||
157 to 168
|
||||||||||||
169 to 180
|
||||||||||||
181 to 192
|
||||||||||||
193 to 204
|
||||||||||||
205 to 216
|
||||||||||||
217 to 228
|
||||||||||||
229 to 240
|
||||||||||||
241 to 252
|
||||||||||||
253 to 264
|
||||||||||||
265 to 276
|
||||||||||||
277 to 288
|
||||||||||||
289 to 300
|
||||||||||||
301 to 312
|
||||||||||||
313 to 324
|
*
|
|||||||||||
325 to 336
|
*
|
|||||||||||
337 to 348
|
*
|
|||||||||||
349 to 360
|
*
|
|||||||||||
361 and above
|
*
|
|||||||||||
Total
|
100.0
|
%
|
||||||||||
___________________
* Represents a percentage greater than 0% but less than 0.05%.
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS
BY CURRENT BORROWER PAYMENT STATUS
AS OF THE STATISTICAL CUTOFF DATE
|
||||||||||||
Current Borrower Payment Status
|
Number of Loans
|
Aggregate Outstanding Principal Balance
|
Percent of Pool
by Outstanding Principal Balance
|
|||||||||
In-School
|
$
|
%
|
||||||||||
Grace
|
||||||||||||
Deferment
|
||||||||||||
Forbearance
|
||||||||||||
Repayment
|
||||||||||||
First year in repayment
|
||||||||||||
Second year in repayment
|
||||||||||||
Third year in repayment
|
||||||||||||
More than 3 years in repayment
|
||||||||||||
Total
|
100.0
|
%
|
· | may still be attending – in school; |
· | may be in a grace period after completing school and prior to repayment commencing – grace; |
· | may have temporarily ceased repaying the loan through a deferment or a forbearance period; or |
· | may be currently required to repay the loan – repayment. |
SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN
STATUS OF THE [INITIAL] TRUST STUDENT LOANS BY
CURRENT BORROWER PAYMENT STATUS AS OF THE
STATISTICAL CUTOFF DATE
|
|||||
Scheduled Remaining Months in Status
|
|||||
Current Borrower Payment Status
|
In-School
|
Grace
|
Deferment
|
Forbearance
|
Repayment
|
In-School
|
|||||
Grace
|
|||||
Deferment
|
|||||
Forbearance
|
|||||
Repayment
|
|||||
State
|
Number of Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance |
|||||||||
Alabama
|
$
|
%
|
||||||||||
Alaska
|
||||||||||||
Arizona
|
||||||||||||
Arkansas
|
||||||||||||
California
|
||||||||||||
Colorado
|
||||||||||||
Connecticut
|
||||||||||||
Delaware
|
||||||||||||
District of Columbia
|
||||||||||||
Florida
|
||||||||||||
Georgia
|
||||||||||||
Hawaii
|
||||||||||||
Idaho
|
||||||||||||
Illinois
|
||||||||||||
Indiana
|
||||||||||||
Iowa
|
||||||||||||
Kansas
|
||||||||||||
Kentucky
|
||||||||||||
Louisiana
|
||||||||||||
Maine
|
||||||||||||
Maryland
|
||||||||||||
Massachusetts
|
||||||||||||
Michigan
|
||||||||||||
Minnesota
|
||||||||||||
Mississippi
|
||||||||||||
Missouri
|
||||||||||||
Montana
|
||||||||||||
Nebraska
|
||||||||||||
Nevada
|
State
|
Number of Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding
Principal Balance |
|||||||||
New Hampshire
|
||||||||||||
New Jersey
|
||||||||||||
New Mexico
|
||||||||||||
New York
|
||||||||||||
North Carolina
|
||||||||||||
North Dakota
|
||||||||||||
Ohio
|
||||||||||||
Oklahoma
|
||||||||||||
Oregon
|
||||||||||||
Pennsylvania
|
||||||||||||
Rhode Island
|
||||||||||||
South Carolina
|
||||||||||||
South Dakota
|
||||||||||||
Tennessee
|
||||||||||||
Texas
|
||||||||||||
Utah
|
||||||||||||
Vermont
|
||||||||||||
Virginia
|
||||||||||||
Washington
|
||||||||||||
West Virginia
|
||||||||||||
Wisconsin
|
||||||||||||
Wyoming
|
||||||||||||
Other
|
||||||||||||
Total
|
100.0
|
%
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS
BY REPAYMENT TERMS AS OF
THE STATISTICAL CUTOFF DATE
|
||||||||||||
Loan Repayment Terms
|
Number of Loans
|
Aggregate Outstanding Principal Balance
|
Percent of Pool
by Outstanding Principal Balance
|
|||||||||
Level Repayment(1)
|
$
|
|
|
%
|
||||||||
Other Repayment Options(2)
|
||||||||||||
Total
|
100.0
|
%
|
||||||||||
___________________
(1) Also includes in-school and in-grace loans.
(2) May include, among others, graduated repayment loans, income sensitive and interest-only period loans.
|
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS
BY DATE OF DISBURSEMENT AS OF
THE STATISTICAL CUTOFF DATE
|
||||||||||||
Disbursement Date
|
Number of Loans
|
Aggregate Outstanding Principal Balance
|
Percent of Pool
by Outstanding Principal Balance
|
|||||||||
September 30, 1993 and earlier
|
$
|
|
%
|
|||||||||
October 1, 1993 through June 30, 2006
|
||||||||||||
July 1, 2006 through September 30, 2007
|
||||||||||||
October 1, 2007 and later
|
||||||||||||
Total
|
100.0
|
%
|
||||||||||
DISTRIBUTION OF THE [INITIAL] TRUST STUDENT LOANS
BY GUARANTY AGENCY AS OF
THE STATISTICAL CUTOFF DATE
|
||||||||||||
Name of Guaranty Agency
|
Number of
Loans
|
Aggregate Outstanding
Principal Balance
|
Percent of Pool
by Outstanding Principal Balance
|
|||||||||
$
|
|
|
%
|
|||||||||
Total
|
|
|
100.0
|
%
|
||||||||
___________________
|
||||||||||||
* Represents a percentage greater than 0% but less than 0.05%.
|
Reserve Ratio
|
|||||
Federal Fiscal Year
|
|||||
Guarantor
|
2010
|
2011
|
2012
|
2013
|
2014
|
[Guarantor Name]
|
Recovery Rate
|
|||||
Federal Fiscal Year
|
|||||
Guarantor
|
2010
|
2011
|
2012
|
2013
|
2014
|
[Guarantor Name]
|
Uncovered Rate
|
|||||
Federal Fiscal Year
|
|||||
Guarantor
|
2010
|
2011
|
2012
|
2013
|
2014
|
[Guarantor Name]
|
Claims Rate
|
|||||
Federal Fiscal Year
|
|||||
Guarantor
|
2010
|
2011
|
2012
|
2013
|
2014
|
[Guarantor Name]
|
CPR
|
0%
|
[2%]
|
[4%]
|
[6%]
|
[8%]
|
|||||
Monthly Prepayment
|
$0.00
|
$
|
$
|
$
|
$
|
· | student loans will prepay at a CPR of 1/15 of 1.0% one month after origination; |
· | the CPR will increase by a rate of 1/15 of 1.0% per month through the 119th month after origination; and |
· | the CPR will be constant at 8% per annum in the 120th month after origination and in all subsequent months. |
Number of Months Seasoning
|
||||||||||
24
|
48
|
72
|
96
|
120
|
||||||
Percentage of CLR
|
||||||||||
50%
|
||||||||||
100%
|
||||||||||
150%
|
||||||||||
200%
|
· | the statistical cutoff date for the trust student loans is _________, 20__; |
· | the closing date will be _________, 20__; |
· | the trust student loans (as grouped within the “rep lines” described below) with deferment, forbearance or repayment status are in repayment (with accrued interest having been capitalized upon entering repayment); |
· | no trust student loan moves from repayment to any other status; |
· | no delinquencies, defaults or borrower benefits occur on any of the trust student loans, no repurchases for breaches of representations, warranties or covenants occur and all borrower payments are collected in full; |
· | there are government payment delays of 60 days for interest subsidy and special allowance payments; |
· | index levels for calculation of borrower and government payments are: |
· | [no funds are deposited into the supplemental purchase account;] |
· | distributions begin on _________, 20__, and payments are made monthly on the 25th day of every month thereafter, whether or not the 25th is a business day; |
· | the interest rate for each class of outstanding notes at all times will be equal to: |
o | class A-1 notes: ____%; |
o | class A-2A notes: ____%; |
o | class A-2B notes: ____%; |
o | class A-3 notes: ____%; and |
o | class B notes: ____%; |
· | an administration fee equal to $_____ is paid monthly by the trust to the administrator, beginning in ________ 20__; |
· | the primary servicing fee for a trust student loan will be calculated on a unit basis and will equal (i) $____ per month per borrower for trust student loans that are in in-school status, (ii) $____ per month per borrower for trust student loans that are in grace status and (iii) $____ per month per borrower for all other trust student loans. For purposes of calculating the primary servicing fee for any month, a trust student loan’s current payment status will be determined as of the last day of the preceding calendar month. In the event a borrower has more than one trust student loan and those loans are in different payment statuses, the monthly servicing fee will be paid at the higher unit rate. In no event, however, will the primary servicing fee for any month exceed 1/12 of ____% of the aggregate outstanding principal balance of the trust student loans, calculated as of the closing date or the last day of the preceding calendar month, as the case may be; |
· | the reserve account has an initial balance equal to $______ and at all times a balance equal to the greater of (1) (a) for any distribution date occurring prior to the ________ 20__ distribution date, ____% of the Pool Balance, and (b) for any distribution date occurring on or after the ________ 20__ distribution date, ____% of the Pool Balance and (2) $__________; |
· | the collection account has an initial balance equal to $0; |
· | the initial collection period begins as of the statistical cutoff date and all payments are assumed to be made on the 15th of the month, and amounts on deposit in the collection account, including reinvestment income earned on such account in the previous month, are reinvested in eligible investments at the assumed reinvestment rate of ____% per annum through the end of the collection period or the related distribution date, as applicable; |
· | amounts on deposit in the reserve account and the floor income rebate account are reinvested in eligible investments at the assumed reinvestment rate of ____% per annum from the previous distribution date (or in the case of the first distribution date, the closing date) through the current distribution date; |
· | prepayments on the trust student loans are applied monthly in accordance with [CPR] [CLR], as described above; |
· | [under the interest rate swap agreement[s], the trust will pay a LIBOR-based floating rate of interest in exchange for a fixed rate of interest with respect to the [class A-2B notes];] |
· | an optional redemption by the servicer occurs on the distribution date immediately following the collection period during which the Pool Balance equals or falls below 10% of the Initial Pool Balance; and |
· | the pool of trust student loans consists of [______] representative loans (“rep lines”), which have been created for modeling purposes from individual trust student loans based on combinations of similar individual student loan characteristics, which include, but are not limited to, loan status, interest rate, loan type, index, margin, rate cap and remaining term to maturity. |
· | [OTHER ASSUMPTIONS TO BE ADDED AS APPLICABLE] |
Weighted Average Life (years)(1)
|
[0%]
|
[2%]
|
[4%]
|
[6%]
|
[8%]
|
[10%]
|
[12%]
|
|||||||
Class A-1 Notes
|
||||||||||||||
Class A-2A Notes
|
||||||||||||||
Class A-2B Notes
|
||||||||||||||
Class A-3 Notes
|
||||||||||||||
Class B Notes
|
||||||||||||||
Expected Maturity Date
|
||||||||||||||
Class A-1 Notes
|
||||||||||||||
Class A-2A Notes
|
||||||||||||||
Class A-2B Notes
|
||||||||||||||
Class A-3 Notes
|
||||||||||||||
Class B Notes
|
||||||||||||||
Distribution Date
|
[0]%
|
[4]%
|
[8]%
|
[12]%
|
[16]%
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
Distribution Date
|
[0]%
|
[4]%
|
[8]%
|
[12]%
|
[16]%
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
Distribution Date
|
[0]%
|
[4]%
|
[8]%
|
[12]%
|
[16]%
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
Distribution Date
|
[0]%
|
[4]%
|
[8]%
|
[12]%
|
[16]%
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
Distribution Date
|
[0]%
|
[4]%
|
[8]%
|
[12]%
|
[16]%
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
||||||||||
_______ 20__
|
Weighted Average Life (years)(1)
|
[0%]
|
[2%]
|
[4%]
|
[6%]
|
[8%]
|
[10%]
|
[12%]
|
|||||||
Class A-1 Notes
|
||||||||||||||
Class A-2A Notes
|
||||||||||||||
Class A-2B Notes
|
||||||||||||||
Class A-3 Notes
|
||||||||||||||
Class B Notes
|
||||||||||||||
Expected Maturity Date
|
||||||||||||||
Class A-1 Notes
|
||||||||||||||
Class A-2A Notes
|
||||||||||||||
Class A-2B Notes
|
||||||||||||||
Class A-3 Notes
|
||||||||||||||
Class B Notes
|
||||||||||||||
Distribution Date
|
[0]%
|
[2]%
|
[4]%
|
[6]% |
[8]%
|
[10]%
|
[12]%
|
|||||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||||
Distribution Date
|
[0]%
|
[2]%
|
[4]%
|
[6]% |
[8]%
|
[10]%
|
[12]%
|
|||||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||||
Distribution Date
|
[0]%
|
[2]%
|
[4]%
|
[6]% |
[8]%
|
[10]%
|
[12]%
|
|||||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||||
Distribution Date
|
[0]%
|
[2]%
|
[4]%
|
[6]% |
[8]%
|
[10]%
|
[12]%
|
|||||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||||
Distribution Date
|
[0]%
|
[2]%
|
[4]%
|
[6]% |
[8]%
|
[10]%
|
[12]%
|
|||||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||||
· | 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 by the borrower’s school of his eligibility for the loan; and |
· | an unpaid school refund. |
· | Subsidized Stafford Loans to students who demonstrate requisite financial need; |
· | Unsubsidized Stafford Loans to students who either do 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 exceed other available financial aid; and |
· | Consolidation Loans, which consolidate into a single loan a borrower’s obligations under various federally authorized student 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
|
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; 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, and |
· | during prescribed deferment periods. |
· | 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 may borrow the additional amounts shown in the third and fourth columns. Dependent undergraduate students may also receive these additional loan amounts if their parents are unable to provide the family contribution amount and cannot qualify for a PLUS Loan. |
· | Students attending certain medical schools are eligible for $38,500 annually and $189,000 in the aggregate. |
· | The annual loan limits are sometimes reduced when the student is 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 deferral 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
|
|
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
|
Source
|
Basis
|
|
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: |
1. | Exemption for non-U.S. person—Form W-8BEN or Form W-8BEN-E. Non-U.S. persons that are beneficial owners can obtain a complete exemption from the withholding tax. To obtain this exemption, they are generally required to file a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)) or Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)). |
2. | Exemption for non-U.S. persons with effectively connected income—Form W-8ECI. A non-U.S. person, including a non-U.S. corporation or partnership, for which the income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax with respect to the notes by filing Form W-8ECI (Certificate of Foreign |
3. | Exemption or reduced rate for non-U.S. persons resident in treaty countries — Form W-8BEN or Form W-8BEN-E. Non-U.S. persons that are beneficial owners residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate, depending on the treaty terms, by filing Form W-8BEN or Form W-8BEN-E. |
4. | Exemption for U.S. persons—Form W-9. U.S. persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Request for Taxpayer Identification Number and Certification) certifying that they are not subject to U.S. backup withholding tax. |
· | 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
[
] |
[OWNER] [DELAWARE] TRUSTEE
[
] |
INDENTURE TRUSTEE AND PAYING AGENT
[
] |
MORGAN, LEWIS &
BOCKIUS, LLP
399 Park Avenue
New York, New York 10022
|
RICHARDS, LAYTON & FINGER, P.A.
920 King Street
Wilmington, Delaware 19801
|
SHEARMAN & STERLING LLP
801 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2604
|
CADWALADER, WICKERSHAM & TAFT LLP
700 Sixth Street, N.W.
Washington, D.C. 20001
|
SHEARMAN & STERLING LLP
801 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2604
|
$ __________ [Floating] Rate Class A-1 Student Loan-Backed Notes
$ __________ [Floating] Rate Class A-2A Student Loan-Backed Notes
$ __________ [Fixed] Rate Class A-2B Student Loan-Backed Notes
$ __________ [Floating] Rate Class A-3 Student Loan-Backed Notes
$ __________ [Floating] Rate Class B Student Loan-Backed Notes
|
SEC registration fee
|
$
|
108,777.01(1)
|
||
Legal fees and expenses
|
$
|
16,000,000.00
|
||
Accounting fees and expenses
|
$
|
5,250,000.00
|
||
Blue Sky fees and expenses
|
$
|
350,000.00
|
||
Rating agency fees
|
$
|
26,500,000.00
|
||
Eligible Lender Trustee fees and expenses
|
$
|
500,000.00
|
||
Indenture Trustee fees and expenses
|
$
|
350,000.00
|
||
Owner Trustee fee and expenses
|
$
|
400,000.00
|
||
Printing expenses
|
$
|
3,500,000.00
|
||
Miscellaneous
|
$
|
1,050,000.00
|
||
Total
|
$
|
54,008,770.01
|
||
(1)Registration fees in the amount of $108,771.01 that were paid in connection with the registration of the unsold securities on a prior registration statement by an affiliate of the registrant have been carried forward and applied against $1.067.924.776.90 in securities registered hereunder pursuant to Rule 457(p). The remaining $56,628,879,000.00 in securities registered hereunder were carried forward from a prior registration statement pursuant to Rule 415(a)(6). While the registrant also is registering an unspecified additional amount of securities in reliance on Rules 456(c) and 457(s), as to which fees are deferred, at this time the registrant does not estimate offering any such additional securities, so no additional fee has been estimated in connection therewith. |
Exhibit No.
|
Description of Document
|
|
1.1
|
Form of Underwriting Agreement for Notes*
|
|
1.2
|
Form of Pricing Agreement for Notes (included as Annex I to Exhibit 1.1)*
|
|
3.1
|
Form of Certificate of Trust for the Navient Student Loan Trusts (included as Exhibit B to Exhibit 4.2)*
|
|
3.2
|
Certificate of Formation of Navient Funding, LLC**
|
|
3.3
|
Limited Liability Company Operating Agreement of Navient Funding, LLC***
|
|
4.1
|
Form of Indenture*
|
|
4.2
|
Form of Amended and Restated Trust Agreement*
|
|
4.3
|
Form of SPE Seller Interim Trust Agreement*
|
|
4.4
|
Form of Navient Funding, LLC Interim Trust Agreement*
|
|
4.5
|
Form of Eligible Lender Trust Agreement*
|
|
5.1
|
Opinion of Morgan, Lewis & Bockius, LLP with respect to legality*
|
|
8.1
|
Opinion of Shearman & Sterling LLP with respect to tax matters*
|
|
8.2
|
Opinion of Richards, Layton & Finger, Delaware tax counsel with respect to certain
Delaware tax matters* |
|
23.1
|
Consent of Morgan, Lewis & Bockius, LLP (included as part of Exhibit 5.1)*
|
|
23.2
|
Consent of Shearman & Sterling LLP (included as part of Exhibit 8.1)*
|
|
23.3
|
Consent of Richards, Layton & Finger, Delaware tax counsel (included as part of Exhibit 8.2)*
|
|
24.1
|
Power of Attorney for Navient Funding, LLC (included on signature page)*
|
|
25.1
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Indenture Trustee****
|
|
36.1
|
Form of Depositor Certification*
|
|
99.1
|
Form of Master Terms Sale Agreement*
|
|
99.2
|
Form of Servicing Agreement*
|
|
99.3
|
Form of Navient CFC Master Terms Purchase Agreement*
|
|
99.4
|
Form of SPE Seller Master Terms Purchase Agreement*
|
|
99.5
|
Form of Administration Agreement*
|
|
99.6
|
Form of Asset Representations Review Agreement*
|
** | Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by the registrant on May 2, 2014 (File No. 333-190926). |
*** | Incorporated by reference from Exhibit 3.3 to the Registration Statement on Form S-3 filed with the SEC by the registrant on August 30, 2013 (File No. 333-190926). |
NAVIENT FUNDING, LLC
|
|
(Registrant)
|
|
By: /s/ Somsak Chivavibul
|
|
Name: Somsak Chivavibul
|
|
Title: President and Chief Financial Officer
|
Signature
|
Capacity
|
Date
|
||
/s/ Somsak Chivavibul
Somsak Chivavibul*
|
Manager, President and Chief Financial Officer and as Executive Vice President and Chief Financial Officer, Navient Solutions, Inc.
|
December 22, 2015
|
||
|
|
|||
/s/ Ted A. Morris
Ted A. Morris
|
Manager
|
December 22, 2015
|
Exhibit No.
|
Description of Document
|
|
1.1
|
Form of Underwriting Agreement for Notes*
|
|
1.2
|
Form of Pricing Agreement for Notes (included as Annex I to Exhibit 1.1)*
|
|
3.1
|
Form of Certificate of Trust for the Navient Student Loan Trusts (included as Exhibit B to Exhibit 4.2)*
|
|
3.2
|
Certificate of Formation of Navient Funding, LLC**
|
|
3.3
|
Limited Liability Company Operating Agreement of Navient Funding, LLC***
|
|
4.1
|
Form of Indenture*
|
|
4.2
|
Form of Amended and Restated Trust Agreement*
|
|
4.3
|
Form of SPE Seller Interim Trust Agreement*
|
|
4.4
|
Form of Navient Funding, LLC Interim Trust Agreement*
|
|
4.5
|
Form of Eligible Lender Trust Agreement*
|
|
5.1
|
Opinion of Morgan, Lewis & Bockius, LLP with respect to legality*
|
|
8.1
|
Opinion of Shearman & Sterling LLP with respect to tax matters*
|
|
8.2
|
Opinion of Richards, Layton & Finger, Delaware tax counsel with respect to certain
Delaware tax matters* |
|
23.1
|
Consent of Morgan, Lewis & Bockius, LLP (included as part of Exhibit 5.1)*
|
|
23.2
|
Consent of Shearman & Sterling LLP (included as part of Exhibit 8.1)*
|
|
23.3
|
Consent of Richards, Layton & Finger, Delaware tax counsel (included as part of Exhibit 8.2)*
|
|
24.1
|
Power of Attorney for Navient Funding, LLC (included on signature page)*
|
|
25.1
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Indenture Trustee****
|
|
36.1
|
Form of Depositor Certification*
|
|
99.1
|
Form of Master Terms Sale Agreement*
|
|
99.2
|
Form of Servicing Agreement*
|
|
99.3
|
Form of Navient CFC Master Terms Purchase Agreement*
|
|
99.4
|
Form of SPE Seller Master Terms Purchase Agreement*
|
|
99.5
|
Form of Administration Agreement*
|
|
99.6
|
Form of Asset Representations Review Agreement*
|
** | Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by the registrant on May 2, 2014 (File No. 333-190926). |
*** | Incorporated by reference from Exhibit 3.3 to the Registration Statement on Form S-3 filed with the SEC by the registrant on August 30, 2013 (File No. 333-190926). |
By:
|
|
Name:
|
|
Title:
|
By:
|
|
Name:
|
|
Title:
|
Underwriter
|
Class ___
|
Class ___
|
Class ___
|
|
Principal
|
Date from Which
|
|
Delivery Date
|
Amount
|
Interest Accrues
|
....................., 20..
|
$.............
|
....................., 20..
|
....................., 20..
|
$.............
|
....................., 20..
|
TABLE OF CONTENTS
|
|
APPENDICES, SCHEDULES AND EXHIBITS
|
|
GRANTING CLAUSE
|
|
ARTICLE I Definitions and Usage
|
|
SECTION 1.1 Definitions and Usage
|
2
|
SECTION 1.2 Incorporation by Reference of Trust Indenture Act
|
2
|
ARTICLE II The Notes
|
|
SECTION 2.1 Form
|
3
|
SECTION 2.2 Execution, Authentication and Delivery
|
3
|
SECTION 2.3 Temporary Notes
|
4
|
SECTION 2.4 Registration; Registration of Transfer and Exchange
|
4
|
SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes
|
6
|
SECTION 2.6 Persons Deemed Owner
|
6
|
SECTION 2.7 Payment of Principal and Interest; Note Interest Shortfall
|
7
|
SECTION 2.8 Cancellation
|
7
|
SECTION 2.9 Release of Collateral
|
8
|
SECTION 2.10 Book-Entry Notes
|
8
|
SECTION 2.11 Notices to Clearing Agency
|
9
|
SECTION 2.12 Definitive Notes
|
9
|
SECTION 2.13 Noteholder FATCA Information
|
10
|
ARTICLE III Covenants, Representations and Warranties
|
|
SECTION 3.1 Payments to Noteholders
|
10
|
SECTION 3.2 Maintenance of Office or Agency
|
12
|
SECTION 3.3 Money for Payments to be Held in Trust
|
12
|
SECTION 3.4 Existence
|
14
|
SECTION 3.5 Protection of Indenture Trust Estate
|
14
|
SECTION 3.6 Opinions as to Indenture Trust Estate
|
14
|
SECTION 3.7 Performance of Obligations; Servicing of Trust Student Loans
|
15
|
SECTION 3.8 Negative Covenants
|
18
|
SECTION 3.9 Annual Statement as to Compliance
|
18
|
SECTION 3.10 Issuer May Consolidate, etc., Only on Certain Terms
|
19
|
SECTION 3.11 Successor or Transferee
|
20
|
SECTION 3.12 No Other Business
|
21
|
SECTION 3.13 No Borrowing
|
21
|
SECTION 3.14 Obligations of Servicer and Administrator
|
21
|
SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities
|
21
|
SECTION 3.16 Capital Expenditures
|
21
|
SECTION 3.17 Restricted Payments
|
21
|
SECTION 3.18 Notice of Events of Default
|
21
|
SECTION 3.19 Further Instruments and Acts
|
22
|
SECTION 3.20 Representations and Warranties
|
22
|
ARTICLE IV Satisfaction and Discharge
|
|
SECTION 4.1 Satisfaction and Discharge of Indenture
|
23
|
SECTION 4.2 Application of Trust Money
|
24
|
SECTION 4.3 Repayment of Moneys Held by Paying Agent
|
24
|
SECTION 4.4 Auction of Trust Student Loans
|
24
|
ARTICLE V Remedies
|
|
SECTION 5.1 Events of Default
|
25
|
SECTION 5.2 Acceleration of Maturity; Rescission and Annulment
|
26
|
SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
|
27
|
SECTION 5.4 Remedies; Priorities
|
29
|
SECTION 5.5 Optional Preservation of the Trust Student Loans
|
31
|
SECTION 5.6 Limitation of Suits
|
32
|
SECTION 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest
|
32
|
SECTION 5.8 Restoration of Rights and Remedies
|
33
|
SECTION 5.9 Rights and Remedies Cumulative
|
33
|
SECTION 5.10 Delay or Omission Not a Waiver
|
33
|
SECTION 5.11 Control by Noteholders
|
33
|
SECTION 5.12 Waiver of Past Defaults
|
34
|
SECTION 5.13 Undertaking for Costs
|
34
|
SECTION 5.14 Waiver of Stay or Extension Laws
|
34
|
SECTION 5.15 Action on Notes
|
34
|
SECTION 5.16 Performance and Enforcement of Certain Obligations.
|
35
|
ARTICLE VI The Indenture Trustee
|
|
SECTION 6.1 Duties of Indenture Trustee
|
36
|
SECTION 6.2 Rights of Indenture Trustee
|
37
|
SECTION 6.3 Individual Rights of Indenture Trustee
|
38
|
SECTION 6.4 Indenture Trustee’s Disclaimer
|
38
|
SECTION 6.5 Notice of Defaults
|
38
|
SECTION 6.6 Reports by Indenture Trustee to Noteholders
|
39
|
SECTION 6.7 Compensation and Indemnity
|
39
|
SECTION 6.8 Replacement of Indenture Trustee
|
39
|
SECTION 6.9 Successor Indenture Trustee by Merger
|
40
|
SECTION 6.10 Appointment of Co-Trustee or Separate Trustee
|
41
|
SECTION 6.11 Eligibility; Disqualification
|
42
|
SECTION 6.12 Preferential Collection of Claims Against the Issuer
|
42
|
SECTION 6.13 Rule 15Ga-1 Information
|
43
|
ARTICLE VII Noteholders’ Lists and Reports
|
|
SECTION 7.1 Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders
|
43
|
SECTION 7.2 Preservation of Information; Communications to Noteholders
|
44
|
SECTION 7.3 Reports by Issuer.
|
44
|
ARTICLE VIII Accounts, Disbursements and Releases
|
|
SECTION 8.1 Collection of Money
|
45
|
SECTION 8.2 Trust Accounts
|
45
|
SECTION 8.3 General Provisions Regarding Accounts
|
46
|
SECTION 8.4 Release of Indenture Trust Estate
|
47
|
SECTION 8.5 Opinion of Counsel
|
48
|
ARTICLE IX Supplemental Indentures
|
|
SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.
|
48
|
SECTION 9.2 Supplemental Indentures With Consent of Noteholders
|
49
|
SECTION 9.3 Execution of Supplemental Indentures
|
51
|
SECTION 9.4 Effect of Supplemental Indenture
|
51
|
SECTION 9.5 Conformity with Trust Indenture Act
|
51
|
SECTION 9.6 Reference in Notes to Supplemental Indentures
|
51
|
ARTICLE X Redemption of Notes
|
|
SECTION 10.1 Redemption
|
52
|
SECTION 10.2 Form of Redemption Notice
|
52
|
SECTION 10.3 Notes Payable on Redemption Date
|
52
|
ARTICLE XI Asset Representations Review
|
|
SECTION 11.1 Noteholder Requests for Vote on Asset Representations Review | 53 |
SECTION 11.2 Noteholder Vote on Asset Representations Review
|
53 |
ARTICLE XII Miscellaneous
|
|
SECTION 12.1 Compliance Certificates and Opinions, etc
|
53
|
SECTION 12.2 Form of Documents Delivered to Indenture Trustee
|
55
|
SECTION 12.3 Acts of Noteholders
|
56
|
SECTION 12.4 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
|
56
|
SECTION 12.5 Notices to Noteholders; Waiver
|
57
|
SECTION 12.6 Alternate Payment and Notice Provisions
|
58
|
SECTION 12.7 Conflict with Trust Indenture Act
|
58
|
SECTION 12.8 Effect of Headings and Table of Contents
|
58
|
SECTION 12.9 Successors and Assigns
|
58
|
SECTION 12.10 Separability
|
58
|
SECTION 12.11 Benefits of Indenture
|
58
|
SECTION 12.12 Legal Holidays
|
58
|
SECTION 12.13 GOVERNING LAW
|
59
|
SECTION 12.14 Counterparts
|
59
|
SECTION 12.15 Recording of Indenture
|
59
|
SECTION 12.16 Trust Obligations
|
59
|
SECTION 12.17 No Petition
|
59
|
SECTION 12.18 Inspection
|
60
|
SECTION 12.19 Waiver of Jury Trial
|
60
|
SECTION 12.20 Limited Recourse
|
60
|
SECTION 12.21 Force Majeure
|
60
|
SECTION 12.22 Compliance with Applicable Law
|
61
|
SECTION 12.23 Additional Matters
|
61
|
ARTICLE XIII Compliance with Regulation AB
|
|
SECTION 13.1 Intent of the Parties; Reasonableness
|
61
|
ARTICLE XIV Tax Considerations
|
|
SECTION 14.1 Acknowledgement of Parties
|
62
|
APPENDIX A
|
Definitions and Usage
|
SCHEDULE A
|
Schedule of Trust Student Loans
|
SCHEDULE B
|
Location of Trust Student Loan Files
|
EXHIBIT A
|
Forms of Notes
|
EXHIBIT B
|
Form of Note Depository Agreement
|
EXHIBIT C
|
Servicing Criteria to be Addressed in Assessment of Compliance
|
(a) 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 will be the sum of that Pool Balance[, Capitalized Interest,] and the Specified Reserve Account Balance for that Distribution Date, or
|
(b) 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 will be the Pool Balance.
|
(a)
|
$______ per annum in the absence of an Event of Default under Section 5.1 of the Indenture; and
|
(b)
|
in the event that there is an Event of Default on the Notes (with no acceleration of the Notes by declaration of the requisite percentage of the Noteholders pursuant to Section 5.2 of the Indenture) solely as a result of an uncured Event of Default under Section 5.1(iii) of the Indenture, $______ per annum;
|
(a)
|
all collections received by the Servicer on the Trust Student Loans, including any Guarantee Payments received on the Trust Student Loans, but net of:
|
(1)
|
any collections in respect of principal on the Trust Student Loans applied by the Trust to repurchase guaranteed loans from the Guarantors under the Guarantee Agreements; and
|
(2)
|
amounts required by the Higher Education Act to be paid to the Department or to be repaid to Obligors, whether or not in the form of a principal reduction of the applicable Trust Student Loan, on the Trust Student Loans for that Collection Period, [including Consolidation Loan rebate fees]; and
|
(3)
|
amounts deposited into the Floor Income Rebate Account during the related Collection Period;
|
(b)
|
any Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans during that Collection Period;
|
(c)
|
all Liquidation Proceeds from any Trust Student Loans which became Liquidated Student Loans 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 Obligors on the Liquidated Student Loans, and all
|
(d)
|
the aggregate Purchase Amounts received during that Collection Period for those Trust Student Loans repurchased by the Depositor or purchased by the Servicer, as the case may be, or for Trust Student Loans sold to another eligible lender pursuant to Section 3.11E of the Servicing Agreement;
|
(e)
|
the aggregate Purchase Amounts received during that Collection Period for those Trust Student Loans repurchased by Navient CFC, [Blue Ridge Funding or VL Funding];
|
(f)
|
[Reserved];
|
(g)
|
the aggregate amounts, if any, received from any of Navient CFC, [Blue Ridge Funding, VL Funding,] 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, a Purchase Agreement or Section 3.5 of the Servicing Agreement, respectively;
|
(h)
|
amounts received by the Trust pursuant to Sections 3.1 of the Servicing Agreement during that Collection Period as to yield or principal adjustments;
|
(i)
|
any interest remitted by the Administrator to the Collection Account prior to such Distribution Date;
|
(j)
|
Investment Earnings for that Distribution Date earned on amounts on deposit in each Trust Account [(other than on amounts on deposit in any Swap Agreement Collateral Account)];
|
(k)
|
amounts transferred from the Reserve Account in excess of the Specified Reserve Account Balance for that Distribution Date;
|
(l)
|
once the Department of Education has netted all payments, any amounts on deposit in the Floor Income Rebate Account that were deposited into such account during the related Collection Periods;
|
(m)
|
[amounts received from any Swap Counterparty for that Distribution Date; provided, that, in the event of the termination of a Swap Agreement, any Swap Termination Payments received shall be used, to the extent required therefore, to enter into a Replacement Transaction and shall not constitute Available Funds until such time as the inclusion of such amounts as a part of Available Funds satisfies the Rating Agency Condition;]
|
(n)
|
on the initial Distribution Date, the Collection Account Initial Deposit and any amounts transferred into the Collection Account from the Supplemental Purchase Account following the end of the Supplemental Purchase Period;
|
(o)
|
[all amounts received by the Trust from any interest rate cap counterparty under any interest rate cap agreement entered pursuant to Section 2.3 (vii) of the Trust Agreement for deposit into the Collection Account for that Distribution Date;] [and]
|
(p)
|
[on the [____] 20[__] and [____] 20[__] Distribution Dates, all funds that are transferred from the Capitalized Interest Account into the Collection Account on those Distribution Dates];
|
X = [___] -Month LIBOR, and
|
Y = [___] -Month LIBOR.
|
(a)
|
Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;
|
(b)
|
Notes or portions thereof, for which payment has been made to the applicable Noteholders in reduction of the outstanding principal balance thereof or for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Noteholders thereof (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture);[and]
|
(c)
|
Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; provided that in determining whether the Noteholders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Basic Document, Notes owned by the Trust, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee either actually knows to be so owned or has received written notice thereof shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Trust, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons[; and]
|
(d)
|
[Notes held by the Depositor, the Sponsor or a majority-owned Affiliate of the Sponsor to satisfy the Risk Retention Requirement will not have any voting or consent rights of Noteholders under the Indenture or any other Basic Document and such Notes shall not be counted as “Outstanding” solely for determining whether a particular percentage of Notes has voted or consented on any matter (provided, however, that any subsequent Noteholder of any such Notes will possess all voting and consent rights applicable to such Class or Classes of Notes)].
|
(a)
|
(i) for any Distribution Date occurring prior to the [____], 20[__] Distribution Date, [__]% of the Pool Balance as of the end of the related Collection Period, and (ii) for any Distribution Date occurring on or after the [____], 20[__] Distribution Date, [__]% of the Pool Balance as of the end of the related Collection Period; and
|
(b)
|
$[__];
|
Location of Trust Student Loan Files
|
EXHIBIT A
|
NUMBER
|
PRINCIPAL AMOUNT: $[_______]
|
|
[__]
|
CUSIP NO.: [_______]
|
|
ISIN: [_______]
|
||
EUROPEAN COMMON CODE: [_______]
|
||
By:
|
[_________________], not in its individual capacity but solely as Eligible Lender Trustee under the Eligible Lender Trust Agreement
|
Reference
|
Criteria
|
Applicability
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.
|
N/A
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
N/A
|
1122(d)(1)(iii)
|
Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.
|
N/A
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents.
|
N/A
|
1122(d)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.
|
N/A
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.
|
N/A
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
N/A
|
Reference
|
Criteria
|
Applicability
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.
|
N/A
|
Investor Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.
|
N/A
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.
|
N/A
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
N/A
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.
|
N/A
|
1122(d)(4)(ii)
|
Student loan and related documents are safeguarded as required by the Basic Documents.
|
N/A
|
Reference
|
Criteria
|
Applicability
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.
|
N/A
|
1122(d)(4)(iv)
|
Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.
|
N/A
|
1122(d)(4)(v)
|
The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
N/A
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor's student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.
|
N/A
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.
|
N/A
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
|
N/A
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.
|
N/A
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
|
N/A
|
Reference
|
Criteria
|
Applicability
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.
|
N/A
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.
|
N/A
|
ARTICLE I DEFINITIONS
|
1
|
|
SECTION 1.1
|
Definitions and Usage.
|
1
|
ARTICLE II ORGANIZATION
|
1
|
|
SECTION 2.1
|
Creation of Trust; Name
|
1
|
SECTION 2.2
|
Office
|
1
|
SECTION 2.3
|
Purposes and Powers
|
2
|
SECTION 2.4
|
Appointment of Owner Trustee.
|
3
|
SECTION 2.5
|
Initial Capital Contribution of Trust Estate.
|
3
|
SECTION 2.6
|
Declaration of Trust.
|
4
|
SECTION 2.7
|
Liability of the Excess Distribution Certificateholder
|
4
|
SECTION 2.8
|
Title to Trust Property
|
4
|
SECTION 2.9
|
Representations, Warranties and Covenants of the Depositor:
|
4
|
SECTION 2.10
|
[Reserved].
|
5
|
SECTION 2.11
|
Authorization of the Administrator.
|
5
|
ARTICLE III BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE
|
5
|
|
SECTION 3.1
|
Initial Beneficial Ownership.
|
5
|
SECTION 3.2
|
Corporate Trust Office
|
6
|
SECTION 3.3
|
The Certificates.
|
6
|
ARTICLE IV ACTIONS BY OWNER TRUSTEE
|
16
|
|
SECTION 4.1
|
Prior Notice to the Excess Distribution Certificateholder With Respect to Certain Matters:
|
16
|
SECTION 4.2
|
Action with Respect to Sale of the Trust Student Loans
|
17
|
SECTION 4.3
|
Action with Respect to Bankruptcy
|
17
|
SECTION 4.4
|
Restrictions.
|
17
|
ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
|
17
|
|
SECTION 5.1
|
Application of Trust Funds.
|
17
|
SECTION 5.2
|
Method of Payment.
|
18
|
SECTION 5.3
|
No Segregation of Moneys; No Interest.
|
18
|
SECTION 5.4
|
Reports to the Excess Distribution Certificateholder, the Internal Revenue Service and Others
|
18
|
ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE
|
18
|
SECTION 6.1
|
General Authority
|
18
|
SECTION 6.2
|
General Duties.
|
19
|
SECTION 6.3
|
Action Upon Instruction.
|
19
|
SECTION 6.4
|
No Duties Except as Specified in this Agreement or in Instructions
|
20
|
SECTION 6.5
|
No Action Except Under Specified Documents or Instructions
|
20
|
SECTION 6.6
|
Restrictions.
|
21
|
ARTICLE VII CONCERNING THE OWNER TRUSTEE
|
21
|
|
SECTION 7.1
|
Acceptance of Trusts and Duties
|
21
|
SECTION 7.2
|
[Reserved].
|
22
|
SECTION 7.3
|
Representations and Warranties of the Owner Trustee
|
23
|
SECTION 7.4
|
Reliance; Advice of Counsel.
|
23
|
SECTION 7.5
|
Not Acting in Individual Capacity
|
23
|
SECTION 7.6
|
Owner Trustee Not Liable for Excess Distribution Certificate or Trust Student Loans.
|
24
|
SECTION 7.7
|
Owner Trustee May Own Notes
|
24
|
SECTION 7.8
|
Delaware Trustee Duties of the Owner Trustee
|
24
|
ARTICLE VIII COMPENSATION AND INDEMNITY OF THE OWNER TRUSTEE
|
25
|
|
SECTION 8.1
|
Owner Trustee’s Fees and Expenses
|
25
|
SECTION 8.2
|
Payments to the Owner Trustee
|
25
|
SECTION 8.3
|
Indemnity
|
25
|
ARTICLE IX TERMINATION OF TRUST AGREEMENT
|
25
|
|
SECTION 9.1
|
Termination of Trust Agreement.
|
25
|
ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
|
26
|
|
SECTION 10.1
|
Eligibility Requirements for Owner Trustee
|
26
|
SECTION 10.2
|
Resignation or Removal of the Owner Trustee
|
26
|
SECTION 10.3
|
Successor Owner Trustee
|
27
|
SECTION 10.4
|
Merger or Consolidation of Owner Trustee
|
27
|
SECTION 10.5
|
Appointment of Co-Owner Trustee or Separate Owner Trustee
|
28
|
ARTICLE XI MISCELLANEOUS
|
29
|
|
SECTION 11.1
|
Supplements and Amendments
|
29
|
SECTION 11.2
|
No Legal Title to Trust Estate in the Excess Distribution Certificateholder
|
30
|
SECTION 11.3
|
Limitations on Rights of Others
|
30
|
SECTION 11.4
|
Notices
|
30
|
SECTION 11.5
|
Severability
|
31
|
SECTION 11.6
|
Separate Counterparts
|
31
|
SECTION 11.7
|
Successors and Assigns
|
31
|
SECTION 11.8
|
No Petition.
|
31
|
SECTION 11.9
|
No Recourse.
|
32
|
SECTION 11.10
|
Headings
|
32
|
SECTION 11.11
|
Governing Law
|
32
|
SECTION 11.12
|
Waiver of Jury Trial.
|
32
|
ARTICLE XII COMPLIANCE WITH REGULATION AB
|
32
|
|
SECTION 12.1
|
Intent of the Parties; Reasonableness
|
33
|
Exhibit A[-1]
|
Form of Excess Distribution Certificate
|
[Exhibit A-2
|
Form of RC Certificate]
|
Exhibit B
|
Form of Certificate of Trust
|
Exhibit C
|
Form of Transferor Letter
|
Exhibit D-1
|
Form of Transferee Letter (Non-Rule 144A)
|
Exhibit D-2
|
Form of Transferee Letter (Rule 144A)
|
(b)
|
To maintain its accounts separate from those of any other person or entity, except as permitted by this Trust Agreement or any other Basic Document;
|
(c)
|
Not to commingle assets with those of any other entity, except as permitted by this Trust Agreement or any other Basic Document;
|
(d)
|
To conduct its own functions in its own name;
|
(e)
|
To maintain separate financial statements or records;
|
(f)
|
To pay its own liabilities out of its own funds, except as permitted by this Trust Agreement or any other Basic Document;
|
(g)
|
To maintain an arm's-length relationship with its Affiliates;
|
(h)
|
To pay the salaries of its own employees and maintain a sufficient number of employees or adequate service providers in light of its contemplated business operations;
|
(i)
|
To allocate fairly and reasonably any overhead for shared office space;
|
(j)
|
To hold itself out as a separate entity; and
|
(k)
|
To correct any known misunderstanding regarding its separate identity.
|
(a)
|
the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans);
|
(b)
|
the amendment of the Indenture by a supplemental indenture in circumstances where the consent of the Noteholders is required;
|
(c)
|
the amendment of the Indenture by a supplemental indenture in circumstances where the consent of the Noteholders is not required and such amendment materially adversely affects the interests of the Excess Distribution Certificateholder [or the RC Certificateholder]; or
|
(d)
|
[the amendment of any Swap Agreement in circumstances where the consent of any class of Noteholders is required or in circumstances where the consent of the Noteholders is not required but where such amendment materially adversely affects the interest of the Excess Distribution Certificateholder [or the RC Certificateholder].]
|
By: _______________________________
|
Name:
|
Title:
|
evidencing a fractional undivided beneficial interest in the Trust, as defined below, the property of which includes a pool of student loans sold to the Trust by Navient Funding, LLC on the Closing Date.
|
(This Excess Distribution Certificate does not represent an interest in or obligation of Navient Funding, LLC, the Servicer (as defined below), the Owner Trustee (as defined below) or any of their respective affiliates, except to the extent described below.)
|
[No. 1
|
Principal Amount
$[_________]
|
NAVIENT PRIVATE EDUCATION
LOAN TRUST 20[__]-[__]
|
|
By: [____________], not in its individual capacity but solely as Owner Trustee
|
|
By: _________________________________
Authorized Signatory
|
|
Date: [______], 20[__]
|
[____________], not in its individual capacity but solely as Owner Trustee
|
|
By: _________________________________
Authorized Signatory
|
|
OR
|
|
[____________], solely in its capacity as Authenticating Agent for the Owner Trustee
|
|
By: _________________________________
Authorized Signatory
|
|
Date: _________ __, 20__
|
1.
|
As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.
|
2.
|
In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $____________1 in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.
|
___
|
Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended.
|
___
|
Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
|
___
|
Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
|
1
|
Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.
|
___
|
Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
|
___
|
Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.
|
___
|
State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.
|
___
|
ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.
|
___
|
Investment Advisor. The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.
|
___
|
Small Business Investment Company. The Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
|
___
|
Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
|
___
|
Qualified Institutional Buyers. The Buyer owned and/or invested on a discretionary basis less than $100,000,000, but it is an entity in which all of the equity owners are qualified institutional buyers.
|
3.
|
The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.
|
4.
|
For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such
|
5.
|
The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificate are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
|
6.
|
Until the date of purchase of the Rule 144A Securities, the Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificate will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Buyer is a bank or savings and loan is provided above, the Buyer agrees that it will furnish to such parties updated annual financial statements promptly after they become available.
|
1.
|
As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.
|
2.
|
In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyer’s Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market.
|
___
|
The Buyer owned $______________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
|
___
|
The Buyer is part of a Family of Investment Companies which owned in the aggregate $_____________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
|
3.
|
The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).
|
4.
|
The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.
|
5.
|
The Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Letter to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s own account.
|
6.
|
Until the date of purchase of the Certificate, the undersigned will notify the parties listed in the Rule 144A Transferee Letter to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificate will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.
|
|
Definitions and Usage
|
1
|
ARTICLE II
|
Appointment of [SPE Seller] Eligible Lender Trustee
|
2
|
Section 2.1
|
Appointment of [SPE Seller] Eligible Lender Trustee
|
2
|
Section 2.2
|
Declaration of Trust
|
2
|
Section 2.3
|
Title to Interim Trust Loans
|
2
|
ARTICLE III
|
Representations and Warranties of [SPE Seller]
|
2
|
ARTICLE IV
|
Authority and Duties of [SPE Seller] Eligible Lender Trustee
|
3
|
Section 4.1
|
General Authority
|
3
|
Section 4.2
|
General Duties
|
3
|
Section 4.3
|
No Duties Except as Specified in this Agreement
|
3
|
Section 4.4
|
No Action Except Under Specified Documents
|
4
|
Section 4.5
|
Restrictions
|
4
|
ARTICLE V
|
Concerning the [SPE Seller] Eligible Lender Trustee
|
4
|
Section 5.1
|
Acceptance of Trust and Duties
|
4
|
Section 5.2
|
Representations and Warranties
|
5
|
Section 5.3
|
Not Acting in Individual Capacity
|
5
|
Section 5.4
|
[SPE Seller] Eligible Lender Trustee Not Liable for the Interim Trust Loans
|
5
|
ARTICLE VI
|
Compensation and Indemnity of [SPE Seller] Eligible Lender Trustee
|
6
|
ARTICLE VII
|
Termination of Interim Trust Agreement
|
6
|
ARTICLE VIII
|
Successor [SPE Seller] Eligible Lender Trustees
|
6
|
Section 8.1
|
Eligibility Requirements for [SPE Seller] Eligible Lender Trustee
|
6
|
Section 8.2
|
Resignation or Removal of [SPE Seller] Eligible Lender Trustee
|
6
|
Section 8.3
|
Successor [SPE Seller] Eligible Lender Trustee
|
7
|
Section 8.4
|
Merger or Consolidation of [SPE Seller] Eligible Lender Trustee
|
8
|
ARTICLE IX
|
Miscellaneous
|
8
|
Section 9.1
|
Supplements and Amendments
|
8
|
Section 9.2
|
Notices
|
9
|
Section 9.3
|
Severability
|
9
|
Section 9.4
|
Separate Counterparts
|
9
|
Section 9.5
|
Successors and Assigns
|
9
|
Section 9.6
|
Headings
|
9
|
Section 9.7
|
Governing Law
|
9
|
Section 9.8
|
Force Majeure
|
9
|
Section 9.9
|
Waiver of Jury Trial
|
9
|
|
1.
|
to hold legal title to the Interim Trust Loans on behalf and for the benefit of [SPE Seller];
|
|
2.
|
to enter into and perform its obligations as the [SPE Seller] Eligible Lender Trustee under this Agreement and the [SPE Seller] Purchase Agreement (including any Additional Purchase Agreements entered into during the Supplemental Purchase Period); and
|
|
3.
|
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
|
1.
|
It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
|
|
2.
|
It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by [SPE Seller] by all necessary action.
|
|
3.
|
This Agreement constitutes a legal, valid and binding obligation of [SPE Seller] enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.
|
|
4.
|
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date hereof, of [SPE Seller], or any indenture, agreement or other instrument to which [SPE Seller] is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to [SPE Seller] of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over [SPE Seller] or its properties.
|
|
1.
|
The [SPE Seller] Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the [SPE Seller] Eligible Lender Trustee.
|
|
2.
|
No provision of this Agreement or the [SPE Seller] Purchase Agreement shall require the [SPE Seller] Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the [SPE Seller] Purchase Agreement, if the [SPE Seller] Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.
|
|
3.
|
The [SPE Seller] Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by [SPE Seller] or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the [SPE Seller] Purchase Agreement.
|
|
4.
|
In no event shall the [SPE Seller] Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the [SPE Seller] Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
|
|
1.
|
It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of [_______], at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the [SPE Seller] Purchase Agreement and this Agreement.
|
|
2.
|
It has taken all action necessary to authorize the execution and delivery by it of the [SPE Seller] Purchase Agreement and this Agreement, and the [SPE Seller] Purchase Agreement and this Agreement have been executed and delivered by [one] [two] of its officers who is duly authorized to execute and deliver the same on its behalf.
|
|
3.
|
Neither the execution nor the delivery by it of the [SPE Seller] Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or [_______] state law, governmental rule or regulation governing the banking or trust powers of the [SPE Seller] Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
|
|
4.
|
It is and will maintain its status as an “eligible lender” (as such term is defined in Section 435(d) of the Higher Education Act) for purposes of holding legal title to the Interim Trust Loans as contemplated by this Agreement and the [SPE Seller] Purchase Agreement, and it is and will at all times remain the owner of LID number [________].
|
|
1.
|
The [SPE Seller] Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, and the [SPE Seller] Eligible Lender Trustee shall be entitled to be reimbursed by [SPE Seller], to the extent provided in such separate agreement, for its other reasonable expenses hereunder.
|
|
2.
|
The Depositor shall cause the Administrator to indemnify the Interim Eligible Lender Trustee in its individual capacity and any of its officers, directors, employees and agents as and to the extent provided for in Section 4.2 of the Administration Agreement.
|
Definitions and Usage
|
1
|
|
ARTICLE II
|
Appointment of Interim Eligible Lender Trustee
|
2
|
SECTION 2.1
|
Appointment of Interim Eligible Lender Trustee
|
2
|
SECTION 2.2
|
Declaration of Trust
|
2
|
SECTION 2.3
|
Title to Interim Trust Loans
|
2
|
ARTICLE III
|
Representations and Warranties of the Depositor
|
2
|
ARTICLE IV
|
Authority and Duties of Interim Eligible Lender Trustee
|
3
|
SECTION 4.1
|
General Authority
|
3
|
SECTION 4.2
|
General Duties
|
3
|
SECTION 4.3
|
No Duties Except as Specified in this Agreement
|
3
|
SECTION 4.4
|
No Action Except Under Specified Documents
|
4
|
SECTION 4.5
|
Restrictions
|
4
|
ARTICLE V
|
Concerning the Interim Eligible Lender Trustee
|
4
|
SECTION 5.1
|
Acceptance of Trust and Duties
|
4
|
SECTION 5.2
|
Representations and Warranties
|
4
|
SECTION 5.3
|
Not Acting in Individual Capacity
|
5
|
SECTION 5.4
|
Interim Eligible Lender Trustee Not Liable for the Interim Trust Loans
|
5
|
ARTICLE VI
|
Compensation and Indemnity of Interim Eligible Lender Trustee
|
6
|
ARTICLE VII
|
Termination of Interim Trust Agreement
|
6
|
ARTICLE VIII
|
Successor Interim Eligible Lender Trustees
|
6
|
SECTION 8.1
|
Eligibility Requirements for Interim Eligible Lender Trustee
|
6
|
SECTION 8.2
|
Resignation or Removal of Interim Eligible Lender Trustee
|
6
|
SECTION 8.3
|
Successor Interim Eligible Lender Trustee
|
7
|
SECTION 8.4
|
Merger or Consolidation of Interim Eligible Lender Trustee
|
8
|
ARTICLE IX
|
Miscellaneous
|
8
|
SECTION 9.1
|
Supplements and Amendments
|
8
|
SECTION 9.2
|
Notices
|
9
|
SECTION 9.3
|
Severability
|
9
|
SECTION 9.4
|
Separate Counterparts
|
9
|
SECTION 9.5
|
Successors and Assigns
|
9
|
SECTION 9.6
|
Headings
|
9
|
SECTION 9.7
|
Governing Law
|
9
|
SECTION 9.8
|
Force Majeure
|
9
|
SECTION 9.9
|
Waiver of Jury Trial
|
9
|
|
1.
|
to hold legal title to the Interim Trust Loans on behalf and for the benefit of the Depositor;
|
|
2.
|
to enter into and perform its obligations as the Interim Eligible Lender Trustee under this Agreement, the Purchase Agreements and the Sale Agreement (including any Additional Purchase Agreements and Additional Sale Agreements entered into during the Supplemental Purchase Period); and
|
|
3.
|
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
|
1.
|
It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
|
|
2.
|
It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary action.
|
|
3.
|
This Agreement constitutes a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.
|
|
4.
|
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date hereof, of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to the Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.
|
|
1.
|
The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee.
|
|
2.
|
No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, if the Interim Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.
|
|
3.
|
The Interim Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.
|
|
4.
|
In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
|
|
1.
|
It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of [________], at
|
|
which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the Purchase Agreements, the Sale Agreement and this Agreement.
|
|
2.
|
It has taken all action necessary to authorize the execution and delivery by it of the Purchase Agreements, the Sale Agreement and this Agreement, and the Purchase Agreements, the Sale Agreement and this Agreement have been executed and delivered by [one] [two] of its officers who is duly authorized to execute and deliver the same on its behalf.
|
|
3.
|
Neither the execution nor the delivery by it of the Purchase Agreements, the Sale Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or [_______] state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
|
|
4.
|
It is and will maintain its status as an “eligible lender” (as such term is defined in Section 435(d) of the Higher Education Act) for purposes of holding legal title to the Interim Trust Loans as contemplated by this Agreement, the Purchase Agreements and the Sale Agreement, and it is and will at all times remain the owner of LID number [________].
|
|
1.
|
The Interim Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Interim Eligible Lender Trustee, and the Interim Eligible Lender Trustee shall be entitled to be reimbursed by the Depositor, to the extent provided in such separate agreement, for its other reasonable expenses hereunder.
|
|
2.
|
The Depositor shall cause the Administrator to indemnify the Interim Eligible Lender Trustee in its individual capacity and any of its officers, directors, employees and agents as and to the extent provided for in Section 4.2 of the Administration Agreement.
|
[_______], not in its individual capacity but solely as the Interim Eligible Lender Trustee
|
||
By:
|
_______________________________
|
|
Name:
|
||
Title:
|
||
NAVIENT FUNDING, LLC,
|
||
as the Depositor
|
||
By:
|
_______________________________
|
|
Name:
|
||
Title:
|
Definitions and Usage
|
1
|
|
ARTICLE II
|
Appointment of Eligible Lender Trustee; Sharing of Relevant LID
|
1
|
SECTION 2.1.
|
Appointment of Eligible Lender Trustee
|
1
|
SECTION 2.2.
|
Declaration of Trust
|
2
|
SECTION 2.3.
|
Title to Trust Loans
|
2
|
ARTICLE III
|
Representations and Warranties of the Trust
|
2
|
ARTICLE IV
|
Authority and Duties of Eligible Lender Trustee
|
3
|
SECTION 4.1.
|
General Authority
|
3
|
SECTION 4.2.
|
General Duties
|
3
|
SECTION 4.3.
|
No Duties Except as Specified in this Agreement
|
3
|
SECTION 4.4.
|
No Action Except Under Specified Documents
|
3
|
SECTION 4.5.
|
Restrictions
|
3
|
SECTION 4.6.
|
Further Actions
|
4
|
ARTICLE V
|
Concerning the Eligible Lender Trustee
|
4
|
SECTION 5.1.
|
Acceptance of Trust and Duties
|
4
|
SECTION 5.2.
|
Representations and Warranties
|
5
|
SECTION 5.3.
|
Not Acting in Individual Capacity
|
5
|
SECTION 5.4.
|
Eligible Lender Trustee Not Liable for the Trust Loans
|
5
|
SECTION 5.5.
|
Obligations to the Secretary and Guarantors
|
6
|
ARTICLE VI
|
Compensation and Indemnity of Eligible Lender Trustee
|
6
|
ARTICLE VII
|
Termination of Eligible Lender Trust Agreement
|
6
|
ARTICLE VIII
|
Successor Eligible Lender Trustees
|
7
|
SECTION 8.1.
|
Eligibility Requirements for Eligible Lender Trustee
|
7
|
SECTION 8.2.
|
Resignation or Removal of Eligible Lender Trustee
|
7
|
SECTION 8.3.
|
Successor Eligible Lender Trustee
|
8
|
SECTION 8.4.
|
Merger or Consolidation of Eligible Lender Trustee
|
8
|
ARTICLE IX
|
Miscellaneous
|
9
|
SECTION 9.1.
|
Supplements and Amendments
|
9
|
SECTION 9.2.
|
Notices
|
9
|
SECTION 9.3.
|
Severability
|
10
|
SECTION 9.4.
|
Separate Counterparts
|
10
|
SECTION 9.5.
|
Successors and Assigns
|
10
|
SECTION 9.6.
|
Headings
|
10
|
SECTION 9.7.
|
Governing Law
|
10
|
SECTION 9.8.
|
Force Majeure
|
10
|
SECTION 9.9.
|
Waiver of Jury Trial
|
10
|
SECTION 9.10.
|
Patriot Act Compliance
|
10
|
SECTION 9.11.
|
Third-Party Beneficiary
|
10
|
SECTION 9.12.
|
Limitation of Liability of Owner Trustee
|
11
|
1.
|
to hold legal title to the Trust Loans on behalf and for the benefit of the Trust;
|
2.
|
to enter into and perform its obligations as the Eligible Lender Trustee under this Agreement and the other Basic Documents to which it is a party (including any Additional Sale Agreements entered into during the Supplemental Purchase Period); and
|
3.
|
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
1.
|
It is duly organized and validly existing as a Delaware statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
|
2.
|
It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Trust by all necessary action.
|
3.
|
This Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.
|
4.
|
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date
|
hereof, of the Trust, or any indenture, agreement or other instrument to which the Trust is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to the Trust of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trust or its properties.
|
1.
|
The Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Eligible Lender Trustee.
|
2.
|
No provision of this Agreement and the other Basic Documents to which it is a party shall require the Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the other Basic Documents to which it is a party, if the Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.
|
3.
|
The Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Loans or for or in respect of the validity or sufficiency of the other Basic Documents to which it is a party.
|
4.
|
In no event shall the Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
|
1.
|
It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Minnesota, at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is a party.
|
2.
|
It has taken all action necessary to authorize the execution and delivery by it of this Agreement and the other Basic Documents to which it is a party, and this Agreement and the other Basic Documents to which it is a party have been executed and delivered by two of its officers who are duly authorized to execute and deliver the same on its behalf.
|
3.
|
Neither the execution nor the delivery by it of this Agreement and the other Basic Documents to which it is a party, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal, Delaware, New York or other applicable state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
|
4.
|
It is and will maintain its status as an “eligible lender” (as such term is defined in Section 435(d) of the Higher Education Act) for purposes of holding legal title to the Trust Loans as contemplated by this Agreement and the other Basic Documents to which it is a party, and it is and will at all times remain the owner of the Related LID and has and will have in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Loans.
|
1.
|
The Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Trust and the Eligible Lender Trustee, and the Eligible Lender Trustee shall be entitled to be reimbursed by the Trust, to the extent provided in such separate agreement, for its other reasonable expenses hereunder.
|
2.
|
The Depositor shall cause the Administrator to indemnify the Eligible Lender Trustee in its individual capacity and any of its officers, directors, employees and agents as and to the extent provided for in Section 4.2 of the Administration Agreement.
|
[________], not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Navient Student Loan Trust 20[__]-[__]
|
||
By:
|
_______________________________
|
|
Name:
|
||
Title:
|
||
NAVIENT STUDENT LOAN TRUST 20[__]-[__],
|
||
in its capacity as Purchaser
|
||
By: [_______], not in its individual capacity but solely as Owner Trustee
|
||
By:
|
_______________________________
|
|
Name:
|
||
Title:
|
(i) | the enforceability of any obligation of the Issuing Entity or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws and rules affecting the enforcement |
generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and |
(ii) | the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). |
Very truly yours,
|
|
/s/ Morgan, Lewis & Bockius, LLP
|
Very truly yours,
|
|
/s/ Shearman & Sterling, LLP
|
(a) | The form of Trust Agreement; |
(b) | The form of Indenture; |
(c) | The form of Administration Agreement; |
(d) | The form of Servicing Agreement; |
(e) | The form of Notes; |
(f) | The form of Certificates; and |
(g) | The form of certificate of trust of the Trust to be filed with the Secretary of State of the State of Delaware (the “Secretary of State”). |
Very truly yours,
|
|
/s/ Richards, Layton & Finger, P.A.
|
|
1.
|
loan application, and any supplement thereto,
|
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
|
3.
|
evidence of guarantee,
|
|
4.
|
any other document and/or record which the Purchaser may be required to retain pursuant to the Higher Education Act,
|
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or, the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact the Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,
|
|
8.
|
if applicable, evidence of all requests for skip-tracing assistance and current address of the Borrower, if located,
|
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) has/have been notified, and
|
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
SECTION 3.1 SALE/PURCHASE OF INITIAL LOANS
|
SECTION 3.2 SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS
|
|
(A)
|
Requirements Relating to Additional Loans
|
SECTION 3.3 GENERAL
|
|
(1)
|
status (i.e., in-school, grace, deferment, forbearance or repayment);
|
|
(2)
|
program type (i.e., [Unsubsidized Stafford Loan or] [Subsidized Stafford Loan (pre-1993 v. post-1993)], [PLUS Loan], [Unsubsidized Consolidation Loan or] [Subsidized Consolidation Loan]);
|
|
(3)
|
guarantee percentage;
|
|
(4)
|
school type;
|
|
(5)
|
total return;
|
|
(6)
|
Principal Balance; and
|
|
(7)
|
remaining term to maturity.
|
NAVIENT FUNDING, LLC
(Seller)
By: _______________________________
Name:
Title:
|
NAVIENT STUDENT LOAN TRUST 20[__]-[__]
(Purchaser)
By: [________], not in its individual capacity but solely as Owner Trustee
By: _______________________________
Name:
Title:
|
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee
By: _______________________________
Name:
Title:
|
[________], not in its individual capacity but solely as Eligible Lender Trustee as owner of legal title for the benefit of the Navient Student Loan Trust 20[__]-[__] as beneficial owner
By: _______________________________
Name:
Title:
|
|
|
|
INITIAL SALE AGREEMENT
|
|
TERMS, CONDITIONS AND COVENANTS
|
NAVIENT FUNDING, LLC
(Seller)
By: _______________________________
Name:
Title:
|
NAVIENT STUDENT LOAN TRUST 20[__]-[__]
(Purchaser)
by [________], not in its individual capacity but solely as Owner Trustee
By: _______________________________
Name:
Title:
|
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee
By: _______________________________
Name:
Title:
|
[________], not in its individual capacity but solely as Eligible Lender Trustee as owner of legal title for the benefit of the Navient Student Loan Trust 20[__]-[__] as beneficial owner
By: _______________________________
Name:
Title:
|
|
SELLER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the Benefit of Navient Funding, LLC
Lender Code: [__]
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
|
PURCHASER
[________], not in its individual capacity but solely as Eligible Lender Trustee as owner of legal title for the benefit of the Navient Student Loan Trust 20[__]-[__] as beneficial owner
By: _____________________________
(Signature of Authorized Signatory for the Purchaser)
Name:
Title:
Date of Purchase: [________], 20[__]
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
SELLER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
Lender Code: [__]
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
|
PURCHASER
[________], not in its individual capacity but solely as Eligible Lender Trustee as owner of legal title for the benefit of the Navient Student Loan Trust 20[__]-[__] as beneficial owner
By: _____________________________
(Signature of Authorized Signatory for the Purchaser)
Name:
Title:
Date of Purchase: [________], 20[__]
|
SELLER
Navient Funding, LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code:
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
|
|
Dated as of [ ], 20[__]
|
|
TERMS, CONDITIONS AND COVENANTS
|
SELLER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
Lender Code: [__]
By: ____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
[________], not in its individual capacity but solely as Eligible Lender Trustee as owner of legal title for the benefit of the Navient Student Loan Trust 20[__]-[__] as beneficial owner
By: _____________________________
(Signature of Authorized Signatory for the Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
|
SELLER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
Lender Code: [__]
By: ____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
[________], not in its individual capacity but solely as Eligible Lender Trustee as owner of legal title for the benefit of the Navient Student Loan Trust 20[__]-[__] as beneficial owner
By: _____________________________
(Signature of Authorized Signatory for the Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the related Cutoff Date
|
■
|
Loan is not swap-pending
|
SELLER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
Lender Code: [__]
By: ___________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
[________], not in its individual capacity but solely as Eligible Lender Trustee as owner of legal title for the benefit of the Navient Student Loan Trust 20[__]-[__] as beneficial owner
By: _____________________________
(Signature of Authorized Signatory for the Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
|
SELLER
Navient Funding, LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code:
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
ARTICLE I.
|
||
Section 1.1.
|
Definitions and Usage
|
3
|
ARTICLE II.
|
||
Section 2.1.
|
Custody of Trust Student Loan Files
|
3
|
Section 2.2.
|
Duties of Servicer as Custodian
|
4
|
Section 2.3.
|
Maintenance of and Access to Records
|
4
|
Section 2.4.
|
Release of Documents
|
5
|
Section 2.5.
|
Instructions; Authority to Act
|
5
|
Section 2.6.
|
[Reserved].
|
5
|
Section 2.7.
|
Effective Period and Termination
|
5
|
ARTICLE III.
|
||
Section 3.1.
|
Duties of Servicer
|
5
|
Section 3.2.
|
Collection of Trust Student Loan Payments.
|
6
|
Section 3.3.
|
Realization upon Trust Student Loans
|
8
|
Section 3.4.
|
No Impairment
|
8
|
Section 3.5.
|
Purchase of Trust Student Loans; Reimbursement.
|
8
|
Section 3.6.
|
Primary Servicing Fee; Carryover Servicing Fee
|
11
|
Section 3.7.
|
Access to Certain Documentation and Information Regarding Trust Student Loans
|
11
|
Section 3.8.
|
Servicer Expenses
|
11
|
Section 3.9.
|
Appointment of Subservicers or Subcontractors.
|
12
|
Section 3.10.
|
Reports
|
13
|
Section 3.11.
|
Covenants and Agreements of the Issuer, Administrator, Eligible Lender Trustee and Servicer
|
13
|
Section 3.12.
|
[Reserved].
|
14
|
Section 3.13.
|
Financial Statements
|
14
|
Section 3.14.
|
Insurance
|
15
|
Section 3.15.
|
Administration Agreement
|
15
|
Section 3.16.
|
Lender Identification Number
|
15
|
Section 3.17.
|
Privacy and Information Security Provisions
|
15
|
ARTICLE IV.
|
||
Section 4.1.
|
Representations of Servicer
|
16
|
Section 4.2.
|
Indemnities of Servicer
|
17
|
Section 4.3.
|
Merger or Consolidation of, or Assumption of the Obligations of, Servicer
|
18
|
Section 4.4.
|
Limitation on Liability of Servicer
|
18
|
Section 4.5.
|
Navient Solutions, Inc. Not to Resign as Servicer
|
19
|
ARTICLE V.
|
Section 5.1.
|
Servicer Default
|
19
|
Section 5.2.
|
Appointment of Successor.
|
20
|
Section 5.3.
|
Notification to Noteholders
|
21
|
Section 5.4.
|
Waiver of Past Defaults
|
21
|
ARTICLE VI.
|
||
Section 6.1.
|
Amendment.
|
22
|
Section 6.2.
|
Notices
|
22
|
Section 6.3.
|
Counterparts
|
24
|
Section 6.4.
|
Entire Agreement; Severability
|
24
|
Section 6.5.
|
Governing Law
|
24
|
Section 6.6.
|
Relationship of Parties
|
24
|
Section 6.7.
|
Captions
|
24
|
Section 6.8.
|
Nonliability of Directors, Officers and Employees of the Servicer, the Owner Trustee, the Eligible Lender Trustee, the Indenture Trustee and the Administrator
|
24
|
Section 6.9.
|
Assignment
|
24
|
Section 6.10.
|
Limitation of Liability of Eligible Lender Trustee, Owner Trustee and Indenture Trustee.
|
24
|
ARTICLE VII.
|
||
Section 7.1.
|
Intent of the Parties; Reasonableness
|
25
|
Section 7.2.
|
Reporting Requirements.
|
26
|
Section 7.3.
|
Servicer Compliance Statement
|
26
|
Section 7.4.
|
Report on Assessment of Compliance and Attestation.
|
26
|
Section 7.5.
|
Asset Representations Review
|
27
|
Attachment A Schedule of Fees
|
||
Attachment B Servicer Locations
|
||
Attachment C [Reserved]
|
||
Attachment D Form of Annual Certification
|
||
Attachment E Servicing Criteria to be Addressed in Assessment of Compliance
|
(a)
|
the original fully executed copy of the note (or all electronic records evidencing the same) evidencing the Trust Student Loan; and
|
(b)
|
any and all other documents and computerized records that the Servicer shall keep on file, in accordance with its customary procedures, relating to such Trust Student Loan or any Obligor with respect thereto.
|
(1)
|
[status (i.e., in-school, grace, deferment, forbearance or repayment);]
|
(2)
|
[program type (i.e., unsubsidized or subsidized Stafford Loans (pre-1993 v. post-1993), PLUS Loans, [Consolidation,] or SLS Loans (or other program type));]
|
(3)
|
[guarantee percentage;]
|
(4)
|
[school type;]
|
(5)
|
[total return;]
|
(6)
|
[principal balance;]
|
(7)
|
[remaining term to maturity; and]
|
(8)
|
[others, as applicable].
|
(a)
|
[Reserved].
|
(b)
|
Within 30 days following the end of each calendar quarter, to the Department, owner’s request for interest and Special Allowance Payments (ED 799);
|
(c)
|
To credit reporting agencies as may be selected by the Servicer, credit reporting agency reporting in accordance with the Higher Education Act; and
|
(d)
|
At any time the Issuer, the Eligible Lender Trustee or the Indenture Trustee, as the case may be, shall have reasonable grounds to believe that such request would be necessary in connection with its performance of its duties under related documents, and within five (5) Business Days of receipt of a request therefor, the Servicer shall furnish to the Issuer, the Eligible Lender Trustee or to the Indenture Trustee a list of all Trust Student Loans (by borrower loan identification number, type and outstanding principal balance) and any additional information requested relating to the Trust Student Loans.
|
(i)
|
the Servicer is prohibited from disclosing or using any “non-public personal information” (as defined in the GLB Regulations) disclosed or provided by the Trust or on the Trust’s behalf to the Servicer, except solely to carry out the purposes for which it was disclosed, including use
|
(ii)
|
the Servicer has implemented and will maintain an information security program designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, Final Rule (12 CFR Part 30, Appendix B) and the Federal Trade Commission’s Standards for Safeguarding Customer Information (16 CFR Part 314).
|
(1)
|
any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Servicer from the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or
|
(2)
|
any failure by the Servicer duly to observe or to perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement or any other Basic Document to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer, the Indenture Trustee, the Eligible Lender Trustee or the Administrator or (B) to the Servicer, and to the Issuer and the Indenture Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Section 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its purchase and reimbursement obligations under Section 3.5; or
|
(3)
|
an Insolvency Event occurs with respect to the Servicer; or
|
(4)
|
any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or
|
(5)
|
any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), 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;
|
(i)
|
if requested by the Administrator, on behalf of the Issuer, deliver to the
|
Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement;
|
(ii)
|
if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
|
(iii)
|
cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and
|
(iv)
|
if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D.
|
(1)
|
notify the Asset Representations Reviewer of the payment in full of any such ARR Loan; and
|
(2)
|
notify the Asset Representations Reviewer and the Indenture Trustee of the scheduled redemption of the Notes on the next Distribution Date (with such notice being provided not less than ten (10) days before such Distribution Date).
|
By: _______________________________
|
Name:
|
Title:
|
By: _______________________________
|
Name:
|
Title:
|
By: _______________________________
|
Name:
|
Title:
|
By: _______________________________
|
Name:
|
Title:
|
Re:
|
The Servicing Agreement dated as of [_________], 20[__] (the “Agreement”), among Navient Student Loan Trust 20[__]-[__], as Issuer, Navient Solutions, Inc., as Servicer, Navient Solutions, Inc., as Administrator, [________], as Eligible Lender Trustee, and [________], as Indenture Trustee
|
(1)
|
I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Trust Student Loans by the Servicer during 20[ ] that were delivered by the Servicer to the Administrator, on behalf of the Issuer, pursuant to the Agreement (collectively, the “Company Servicing Information”);
|
(2)
|
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
|
(3)
|
Based on my knowledge, all of the Company Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Administrator, on behalf of the Issuer;
|
(4)
|
I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the
|
(5)
|
The Compliance Statement required to be delivered by the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the Administrator, on behalf of the Issuer. Any material instances of noncompliance described in such reports have been disclosed to the Administrator, on behalf of the Issuer. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.
|
By:
|
________________________________
|
Name:
|
Title:
|
Reference
|
Criteria
|
Applicability
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.
|
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
|
1122(d)(1)(iii)
|
Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.
|
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents.
|
|
1122(d)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.
|
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
N/A
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.
|
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.
|
N/A
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
N/A
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
Reference
|
Criteria
|
Applicability
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.
|
N/A
|
Investor Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.
|
N/A
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.
|
N/A
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
N/A
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.
|
|
1122(d)(4)(ii)
|
Student loan and related documents are safeguarded as required by the Basic Documents
|
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.
|
N/A
|
1122(d)(4)(iv)
|
Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.
|
|
1122(d)(4)(v)
|
The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
Reference
|
Criteria
|
Applicability
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.
|
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.
|
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
|
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.
|
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.
|
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.
|
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
|
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.
|
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.
|
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.
|
N/A
|
By:
|
________________________________
|
Name:
|
Title:
|
[FORM OF] PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
|
|
1.
|
loan application, and any supplement thereto,
|
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
|
3.
|
evidence of guarantee,
|
|
4.
|
any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,
|
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,
|
|
8.
|
if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,
|
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and
|
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
|
SECTION 3.1 SALE/PURCHASE OF INITIAL LOANS
|
|
(A)
|
Consummation of Sale and Purchase
|
|
(B)
|
Settlement of the Initial Payment
|
|
(C)
|
Interest Subsidy and Special Allowance Payments and Rebate Fees
|
|
SECTION 3.2 SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS
|
|
(A)
|
Requirements Relating to Additional Loans
|
|
(B)
|
Consummation of Sale and Purchase
|
|
(C)
|
Settlement of the Purchase Price
|
|
(D)
|
Interest Subsidy and Special Allowance Payments and Rebate Fees
|
NAVIENT CREDIT
|
NAVIENT FUNDING, LLC
|
FINANCE CORPORATION
|
(Purchaser)
|
(Seller)
|
|
By: _______________________________
|
By: _______________________________
|
Name:
|
Name:
|
Title:
|
Title:
|
[________],
|
|
not in its individual capacity but
|
|
solely as Interim Eligible Lender Trustee
|
|
By: _______________________________
|
|
Name:
|
|
Title:
|
|
Dated as of [________], 20[__]
|
|
TERMS, CONDITIONS AND COVENANTS
|
SELLER
Navient Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code: [________]
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
|
PURCHASER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: [________], 20[__]
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
SELLER
Navient Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code: [________]
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
|
PURCHASER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: [________], 20[__]
|
PURCHASER
Navient Funding, LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
Date of Purchase: [________], 20[__]
|
|
Dated as of [ ], 20[__]
|
|
TERMS, CONDITIONS AND COVENANTS
|
SELLER
Navient Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code: ____________________
By: ____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the related Subsequent Cutoff Date
|
■
|
Loan is not swap-pending
|
SELLER
Navient Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code: ____________________
By: ____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase:__________________
|
PURCHASER
Navient Funding, LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: _____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
Date of Purchase:__________________
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
|
1.
|
loan application, and any supplement thereto,
|
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
|
3.
|
evidence of guarantee,
|
|
4.
|
any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,
|
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,
|
|
8.
|
if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,
|
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and
|
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
|
(A)
|
Requirements Relating to Additional Loans
|
|
(B)
|
Consummation of Sale and Purchase
|
|
(C)
|
Settlement of the Purchase Price
|
|
(D)
|
Interest Subsidy and Special Allowance Payments and Rebate Fees
|
|
(E)
|
Grant of Contract Right
|
|
1.
|
[status (i.e., in-school, grace, deferment, forbearance or repayment);]
|
|
2.
|
[program type (i.e., unsubsidized or subsidized Stafford Loans (pre-1993 v. post-1993), PLUS Loans, [Consolidation,] or SLS Loans (or other program type));]
|
|
3.
|
[guarantee percentage;]
|
|
4.
|
[school type;]
|
|
5.
|
[total return;]
|
|
6.
|
[Principal Balance;]
|
|
7.
|
[remaining term to maturity; and]
|
|
8.
|
[others, as applicable].
|
[SPE SELLER]
|
NAVIENT FUNDING, LLC
|
(Seller)
|
(Purchaser)
|
By: _______________________________
|
By: _______________________________
|
Name:
|
Name:
|
Title:
|
Title:
|
[________]
|
[________]
|
not in its individual capacity but
|
not in its individual capacity but
|
solely as [SPE Seller] Eligible Lender
|
solely as Interim Eligible Lender Trustee
|
Trustee
|
|
By: _______________________________
|
By: _______________________________
|
Name:
|
Name:
|
Title:
|
Title:
|
NAVIENT SOLUTIONS, INC.
|
|
(Servicer)
|
|
By: _______________________________
|
|
Name:
|
|
Title:
|
|
|
Dated as of [________], 20[__]
|
|
TERMS, CONDITIONS AND COVENANTS
|
SELLER
[________], not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]
Lender Code: [________]
By: _____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: [________], 20[__]
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
SELLER
[________], not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]
Lender Code: [_______]
By: _____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
[SPE Seller]
By: _____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: [________], 20[__]
|
PURCHASER
Navient Funding, LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
Date of Purchase: [________], 20[__]
|
|
Dated as of [ ], 20[__]
|
|
TERMS, CONDITIONS AND COVENANTS
|
SELLER
[________], not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]
Lender Code: [________]
By: ____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the related Subsequent Cutoff Date
|
■
|
Loan is not swap-pending
|
SELLER
[________], not in its individual capacity but solely as [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller]
Lender Code: [________]
By: ____________________________
(Signature of Authorized Officer)
Name:
Title:
[SPE Seller]
By: _____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
[________], not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
PURCHASER
Navient Funding, LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
Date of Purchase: _________________
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
|
2
|
|
Section 1.1
|
Definitions and Usage.
|
2
|
ARTICLE II
|
2
|
|
Section 2.1
|
Duties with Respect to the Indenture.
|
2
|
Section 2.2
|
Duties with Respect to the Issuer.
|
5
|
Section 2.3
|
Establishment of Trust Accounts.
|
7
|
Section 2.4
|
Collections; Collection Account.
|
10
|
Section 2.5
|
Application of Collections.
|
11
|
Section 2.6
|
Additional Deposits.
|
11
|
Section 2.7
|
Distributions.
|
11
|
Section 2.8
|
Priority of Distributions.
|
13
|
Section 2.9
|
Reserve Account
|
16
|
Section 2.10
|
Investment Earnings; Other Trust Accounts.
|
17
|
Section 2.11
|
Statements to Certificateholders and Noteholders
|
19
|
Section 2.12
|
Non-Ministerial Matters
|
21
|
Section 2.13
|
Exceptions
|
21
|
Section 2.14
|
Compensation
|
21
|
Section 2.15
|
Servicer and Administrator Expenses
|
21
|
Section 2.16
|
Duties with Respect to the RC Certificateholder.
|
22
|
ARTICLE III
|
22
|
|
Section 3.1
|
Administrator’s Certificate; Servicer’s Report.
|
22
|
Section 3.2
|
Annual Statement as to Compliance; Notice of Default; Financial Statements.
|
23
|
Section 3.3
|
Annual Independent Certified Public Accountants’ Report
|
24
|
ARTICLE IV
|
24
|
Section 4.1
|
Representations of Administrator
|
24
|
Section 4.2
|
Liability of Administrator; Indemnities.
|
26
|
Section 4.3
|
Merger or Consolidation of, or Assumption of the Obligations of, Administrator
|
28
|
Section 4.4
|
Limitation on Liability of Administrator and Others.
|
28
|
Section 4.5
|
Administrator May Own Excess Distribution Certificate or Notes.
|
29
|
Section 4.6
|
Navient Solutions, Inc. Not to Resign as Administrator
|
29
|
Section 4.7
|
Privacy and Security Provisions
|
29
|
ARTICLE V
|
30
|
|
Section 5.1
|
Administrator Default.
|
30
|
Section 5.2
|
Appointment of Successor.
|
31
|
Section 5.3
|
Notification to Noteholders and Certificateholder
|
32
|
Section 5.4
|
Waiver of Past Defaults
|
32
|
ARTICLE VI
|
32
|
|
Section 6.1
|
Termination.
|
32
|
ARTICLE VII
|
33
|
|
Section 7.1
|
Protection of Interests in Trust.
|
33
|
ARTICLE VIII
|
35
|
|
Section 8.1
|
Independence of the Administrator
|
35
|
Section 8.2
|
No Joint Venture
|
36
|
Section 8.3
|
Other Activities of Administrator
|
36
|
Section 8.4
|
Powers of Attorney
|
36
|
Section 8.5
|
Amendment.
|
36
|
Section 8.6
|
Assignment
|
38
|
Section 8.7
|
Limitations on Rights of Others
|
38
|
Section 8.8
|
Assignment to Indenture Trustee
|
38
|
Section 8.9
|
Nonpetition Covenants.
|
38
|
Section 8.10
|
Limitation of Liability of Eligible Lender Trustee, Owner Trustee and Indenture Trustee.
|
39
|
Section 8.11
|
Governing Law
|
39
|
Section 8.12
|
Headings
|
39
|
Section 8.13
|
Counterparts
|
39
|
Section 8.14
|
Severability
|
40
|
Section 8.15
|
Excess Distribution Certificate
|
40
|
Section 8.16
|
Notices
|
40
|
Section 8.17
|
Waiver of Jury Trial
|
40
|
Section 8.18
|
Force Majeure
|
40
|
ARTICLE IX
|
40
|
|
Section 9.1
|
Intent of the Parties; Reasonableness
|
40
|
Section 9.2
|
Reporting Requirements.
|
41
|
Section 9.3
|
Administrator Compliance Statement
|
41
|
Section 9.4
|
Report on Assessment of Compliance and Attestation.
|
41
|
ARTICLE X
|
42
|
|
Section 10.1
|
Asset Representations Review.
|
42
|
Section 10.2
|
Dispute Resolution.
|
43
|
Section 10.3
|
Investor Communications.
|
46
|
(i)
|
a “Collection Account”;
|
(ii)
|
a “Reserve Account”;
|
(iii)
|
[a “Capitalized Interest Account”;]
|
(iv)
|
a “Supplemental Purchase Account”;
|
(v)
|
[Reserved];
|
(vi)
|
[Reserved];
|
(vii)
|
[Reserved];
|
(viii)
|
a “Floor Income Rebate Account”; and
|
(ix)
|
[Reserved].
|
Reference
|
Criteria
|
Applicability
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.
|
N/A
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
N/A
|
1122(d)(1)(iii)
|
Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.
|
N/A
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents.
|
N/A
|
1122(d)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.
|
N/A
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.
|
N/A
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
N/A
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.
|
N/A
|
Investor Remittances and Reporting
|
Reference
|
Criteria
|
Applicability
|
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.
|
N/A
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.
|
N/A
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
N/A
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.
|
N/A
|
1122(d)(4)(ii)
|
Student loan and related documents are safeguarded as required by the Basic Documents.
|
N/A
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.
|
N/A
|
1122(d)(4)(iv)
|
Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.
|
N/A
|
1122(d)(4)(v)
|
The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
N/A
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.
|
N/A
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.
|
N/A
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
|
N/A
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.
|
N/A
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.
|
N/A
|
Reference
|
Criteria
|
Applicability
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
|
N/A
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.
|
N/A
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.
|
N/A
|
A.
|
Review Systems. It will maintain and utilize business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Loan and the related Review Materials to be individually tracked and stored as contemplated by this Agreement.
|
B.
|
Personnel. It will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.
|
C.
|
Management of Review Materials. It will maintain copies of Review Materials, Review Reports and internal work papers and correspondence (collectively the “Client Records”) for a period of three (3) years after the termination of this Agreement. At the expiration of the retention period, the Asset Representations Reviewer shall return all Client Records to the Servicer, in electronic format. Upon the return of the Client Records, the Asset Representations Reviewer shall have no obligation to retain such Client Records or to respond to inquiries concerning the Review.
|
D.
|
Eligibility. It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 4.1.
|
A.
|
Servicer Representative. The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.
|
B.
|
Asset Representations Reviewer Representative. The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of a Review.
|
C.
|
Questions About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to questions or requests for clarification of any Review Report from the Servicer, the Issuer, or the Indenture Trustee until the earlier of (1) the payment in full of the Notes and (2) one year after the delivery of the Review Report. The Asset Representations Reviewer will have no obligation to respond to requests or inquires made by any Person not party to this Agreement.
|
A.
|
The Issuer (in accordance with Section 2.8 of the Administration Agreement) or the Administrator (pursuant to Section 4.2(h) of the Administration Agreement) will pay to the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer, in an amount separately agreed to by the Issuer and the Asset Representations Reviewer. This annual fee will be paid on each [Month] Distribution Date beginning on the [Month] [Year] Distribution Date until this Agreement is terminated, based on invoices submitted by the Asset Representations Reviewer at least [fifteen (15)] day prior to such Distribution Date.
|
B.
|
Following the completion of a Review and the delivery to the Issuer, the Servicer and the Indenture Trustee of the Review Report, or a termination of the Review according to Section 2.11, the Asset Representations Reviewer will be entitled to a fee of $[__] for each Test completed with respect to each Review Loan (the “Review Fee”). However, no Review Fee will be charged for any Review Loan which was included in a prior Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Review according to Section 2.11. Upon completion of a Review and the delivery to the Issuer, the Servicer and the Indenture Trustee of a Review Report, the Asset Representations Reviewer must submit a detailed invoice. Commencing on the Distribution Date in the calendar month immediately following the calendar month in which such detailed invoice is submitted by the Asset Representations Reviewer, the Review Fee and amounts owed pursuant to Section 3.6 hereof will then be payable out of Available Funds, with respect to each Distribution Date, and amounts on deposit in the Collection Account and the Reserve Account on such Distribution Date and distributed in accordance with the priorities of payment set forth in Section 2.8 of the Administration Agreement. Review Fees due and payable to the Asset Representations Reviewer on any Distribution Date will include such amounts from any prior Distribution Date that remain unpaid.
|
C.
|
Notwithstanding anything to the contrary contained herein or in any other Basic Document, the Asset Representations Reviewer shall be entitled to receive any Asset Representations Reviewer Fee then due and payable from the Issuer on any Distribution Date only if and to the extent that sufficient funds are available at the specified payment priority levels set forth in Section 2.8 of the Administration Agreement.
|
(1)
|
the Asset Representations Reviewer is prohibited from disclosing or using any Customer Information disclosed or provided by the Issuer or the Servicer or any of their affiliates, except solely to carry out the purposes for which it was disclosed, including use under an exception contained in 12 CFR sections 40.14 or 40.15 or 16 CFR sections 313.14 or 313.15, as applicable, of the GLB Regulations in the ordinary course of business to carry out those purposes; and
|
(2)
|
the Asset Representations Reviewer has implemented and will maintain a written information security program that complies with applicable state laws and regulations pertaining to the protection of personal information and that is designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, Final Rule (12 CFR Part 30, Appendix B) and the Federal Trade Commission’s Standards for Safeguarding Customer Information (16 CFR Part 314).
|
A.
|
Indemnification. The Issuer (in accordance with Section 2.8 of the Administration Agreement) or the Administrator (pursuant to Section 4.2(i) of the Administration Agreement) will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each an “Indemnified Party”) for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, fraud, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.
|
B.
|
Proceedings. Promptly upon receipt by an Indemnified Person of a notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 3.6.A., notify the Issuer and the Administrator of the Proceeding. The Issuer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer or the Administrator notifies the Indemnified Party of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, and so long as the Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Party, the Issuer and the Administrator will not be liable for legal expenses of counsel to the Indemnified Party unless there is a conflict between the interests of the Issuer or the Administrator, as applicable, and an Indemnified Party. If there is a conflict, the Issuer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Party. No settlement of a Proceeding may be made without the approval of the Issuer and the Administrator and the Indemnified Party, which approval will not be unreasonably withheld.
|
C.
|
Survival of Obligations. The obligations of the Issuer and the Administrator under this Section 3.6 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.
|
D.
|
Repayment. If the Issuer or the Administrator makes any payment under this Section 3.6 and the Indemnified Party later collects any of the amounts for which the payments were made to it from others, the Indemnified Party will promptly repay the amounts to the Issuer or the Administrator, as applicable.
|
(1)
|
the Asset Representations Reviewer no longer meets the eligibility requirements in Section
|
4.1;
|
(2)
|
any failure by the Asset Representations Reviewer duly to observe or perform in any material respect any other covenant or agreement of the Asset Representations Reviewer set forth in this Agreement;
|
(3)
|
the Asset Representations Reviewer breaches any of its representations and warranties set forth in this Agreement; or
|
(4)
|
an Insolvency Event occurs with respect to the Asset Representations Reviewer.
|
A.
|
This Agreement may be amended by the Issuer, the Servicer and the Asset Representations Reviewer, without the consent of any of the Noteholders, (i) to comply with any change in any applicable federal or state law, to cure any ambiguity, to correct or supplement any provisions in this Agreement or to provide for, or facilitate the acceptance of this Agreement by a successor Asset Representations Reviewer, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus.
|
B.
|
This Agreement may also be amended by the Issuer, the Servicer and the Asset Representations Reviewer to add, change or eliminate the terms of this Agreement if either (i) such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuer, the Eligible Lender Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or (ii) with the consent of the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes.
|
A.
|
The Asset Representations Reviewer is an independent contractor and, except for the services which it agrees to perform hereunder, the Asset Representations Reviewer does not hold itself out as an agent of any other party hereto. Nothing herein contained shall create or imply an agency relationship among Asset Representations Reviewer and any other party hereto, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.
|
B.
|
This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns. The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Asset Representations Reviewer and the Servicer. With respect to Section 3.3, each Indemnified Party that is not directly a party to this Agreement is hereby declared an express third-party beneficiary hereof. Except as provided in this Section 5.6.B., no other Person will have any right or obligation under this Agreement.
|
H_+L:Z.OEK
MPCXGNO"FNQ7\&7B/R3PYXD3N/KW!]:^F].U"UU73H+^RE$MO.@=&'I_CVQ7C
M8JA[*5ULS"<;,M4445RD!1110 4444 %%%% !1110 4444 %%%% !1110 44
M44 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !111
M0 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%%
M!1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !7RIXM_Y'/7?
M^PA^C&KZKKY4\6_P#(YZ[_ -A"X_\ 1C5Z& ^)FE/ H_\ K&NCKY:\(>*+GPGKL=_#EX6^2XASQ(G<
M?4=0:^F].U"UU73H+^RE$MO.@=&'I_CVQ7C8FA[*5ULS"<;,M4445RD!1110
M 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !
M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%
M%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 444
M4 %%%% !1110!Y_\8_\ D1#_ -?4?]:^?*^@_C'_ ,B(?^OJ/^M?/E>Q@?X7
MS-J>P4445V&@4444 %%%% !1110 4444 %%%% !1110 4444 %%%% '5_#7_
M )*'H_\ UT;_ - :OIBOF?X:_P#)0]'_ .NC?^@-7TQ7DX_^(O0QJ;A1117"
M9A1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444
M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4
M444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11
M10 4444 %%%% !1110 4444 >:?&;7/L/AR#28GQ+?R9<#_GFF"?S;;^1KP>
MNM^).N?VYXUO'1MUO:G[-%Z87.3^+;C^5 V= 44
M44 %%%% !1110 4444 %%%% !1110 4444 %%%% !111U.!0!Z;\&?#_ -NU
MZ?69DS#8KMB)'65AC]%S^8KW:N<\#: /#?A*SLF7;<,OG7'KYC _EGE#_ #'_ &O/Q].\5-=#.HM+GH-%%%>68A1110 4444 %%%% !1110
M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1
M110!B^+-<7P[X8OM3)'F11XB![R'A1^9'X9KY8=VDD9W8L[$EF)Y)->L?&O7
M_-O+/087^6$?:)P#_$>%'X#)_P"!"O):]C!4^6GS/J;TU9!111786%%%% !1
M110 4444 %%%% !1110 4444 %%%% !1110 5]/^ ] _X1SPC9V;IMN''G7'
MKYC PWEI*T5Q"X>-UZ@BOIGP7XLM_%NAI=IM2ZCPE
MS"#]Q_4>QZC_ .M7R_6]X1\3W7A378K^#+Q'Y)X<\2)W'U[@^M
M6DJRV\R!XW7H0:\7$T/92TV9A.-F6****YB HHHH **** "BBB@ HHHH ***
M* "BBB@#S_XQ_P#(B'_KZC_K7SY7T'\8_P#D1#_U]1_UKY\KV,#_ OF;4]@
MHHHKL- HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** .K^&O\ R4/1
M_P#KHW_H#5],5\S_ U_Y*'H_P#UT;_T!J^F*\G'_P 1>AC4W"BBBN$S"BBB
M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ****
M"BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ KYC^(.
MN?V_XSOKE&W6\3>1#Z;$XR/JW?\
M 9/X548N4E%=1I7/#OB'K_\ PD'C&\G1]UM ?L\'/&U>I'U.3^-+X?%VAK,Q5
M+^#"740['LP]C_B.U=37RKX7\1W?A?7(=2M3D+\LL6<"5#U4_P!/0@5].Z1J
MMIK>E6^HV,F^WG73IUEH<3_/<
M-Y\P']Q>%'XG)_X#7J]?+OC?7/\ A(?%U_?*VZ#?Y4'IY:\ _CU_&NO!4^:I
M?L7!79SU%%%>R;A1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%
M% !1110 4444 %%%% '"G7?['\9PP2/BWOU^SOGIN/*'ZYX_X$:^BZ^/HY
M'AE26-BKHP96'4$=#7U9X:UA-?\ #EAJ:8S/$"X'9QPP_!@:\O'T[-31C474
MU:***\\S"BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB
M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ****
M&30QW$$D$R!XI%*.IZ$$8(KY2\1:1)H/B&^TN3.;>4JI/\2]5/X@@U]85XS\
M;-"V3V.O1+PX^S3D#N,E#^6X?@*[<%4Y9\KZFE-V=CR*BBBO7-@HHHH ****
M "BBB@ HHHH **** "BBB@ HHHH **** "E5F1U=2593D$'D&DHH ^JO"FM+
MXA\,6&I@@R2Q 2@=I!PWZ@ULUXY\$M
FH?\ ?Y?_ (FO0Z*/K%7^8.9GGG_"F?"__/34/^_R_P#Q-'_"F?"_
M_/34/^_R_P#Q->AT4?6*O\P>?\ "F?"_P#STU#_ +_+_P#$T?\ "F?"_P#STU#_
M +_+_P#$UZ'11]8J_P PFH?]_E_^)H_X4SX7_YZ:A_W^7_X
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M_P O_P 31_PIGPO_ ,]-0_[_ "__ !->AT4?6*O\P>O%4O-3_GA'^;?XUH>)_\ D;=9_P"OZ?\ ]&-657MQUBC=
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M_6*O\PN9GGG_ IGPO\ \]-0_P"_R_\ Q-'_ IGPO\ \]-0_P"_R_\ Q->A
MT4?6*O\ ,',SSS_A3/A?_GIJ'_?Y?_B:/^%,^%_^>FH?]_E_^)KT.BCZQ5_F
M#F9YY_PIGPO_ ,]-0_[_ "__ !-'_"F?"_\ STU#_O\ +_\ $UZ'11]8J_S!
MS,\\_P"%,^%_^>FH?]_E_P#B:/\ A3/A?_GIJ'_?Y?\ XFO0Z*/K%7^8.9GG
MG_"F?"__ #TU#_O\O_Q-'_"F?"__ #TU#_O\O_Q->AT4?6*O\PFH?\ ?Y?_ (FO0Z*/K%7^8.9GGG_"F?"_
M_/34/^_R_P#Q-'_"F?"__/34/^_R_P#Q->AT4?6*O\P>?\ "F?"_P#STU#_ +_+
M_P#$T?\ "F?"_P#STU#_ +_+_P#$UZ'11]8J_P PFH?]_E_
M^)H_X4SX7_YZ:A_W^7_XFO0Z*/K%7^8.9GGG_"F?"_\ STU#_O\ +_\ $T?\
M*9\+_P#/34/^_P O_P 37H=%'UBK_,',SSS_ (4SX7_YZ:A_W^7_ .)H_P"%
M,^%_^>FH?]_E_P#B:]#HH^L5?Y@YF>>?\*9\+_\ /34/^_R__$T?\*9\+_\
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MPHR_OHU_P!#D8_?4?P?4=O;CM7K%>%5ING+E9SM6=@HHHK,0444
M4 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110
M 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !
M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110!Y_\8_\
MD1#_ -?4?]:^?*^@_C'_ ,B(?^OJ/^M?/E>Q@?X7S-J>P4445V&@4444 %%%
M% !1110 4444 %%%% !1110 4444 %%%% '5_#7_ )*'H_\ UT;_ - :OIBO
MF?X:_P#)0]'_ .NC?^@-7TQ7DX_^(O0QJ;A1117"9A1110 4444 %%%% !11
M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%%
M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444
M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% '*_$37/
M[!\%WLR/MN)Q]GA]=S<$_@NX_A7S-7IWQHUS[7K]MH\3YCLH]\@'_/1^?T7'
M_?1KS&O9P=/DIW[F\%9!111766%%%% !1110 4444 %%%% !1110 4444 %%
M%% !1110 4444 %%%% !1110 4444 %>R?!+7-T5_H4K\J?M, /H-UM>$M;;P]XHL-2R1'%(!*!WC/#?H36->G[2FXDR5T?5-%(K!U#*05(R".
M]+7@G.%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !
M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %8
MOBS1%\0^%[_3, R2QYB)[2#E?U _#-;5%.+<7= ?'K*R.R.I5E."".0:2NU^
M*6A?V+XTN)(UQ;WP^TQXZ G[X_[ZR?Q%<57T$)J<5)=3I3NKA1115C"BBB@
MHHHH **** "BBB@ HHHH **** "BBB@ HHHH U_#&LMX?\2V&IJ3M@E'F =T
M/##\B:^JD=9(UD1@R, RL#P0>]?'U?1OPKUS^V?!=O%(V;BQ/V9\GG:/N'_O
MG _ UYV/IW2FC*HNIVU%%%>89!1110 4444 %%%% !1110 4444 %%%% !11
M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%%
M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444
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M4445Y)B%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%%
M!1110 4444 %%%% !1110 4444 %%%% !1110 4444 >+_'/_C]T7_KG+_-:
M\DKUOXY_\?NB_P#7.7^:UY)7MX3^#$Z(?"%%%%=)04444 %%%% !1110 444
M4 %%%% !1110 4444 %%%% 'JOP._P"0UJO_ %[I_P"A5[=7B/P._P"0UJO_
M %[I_P"A5[=7BXS^,S"?Q!1117*0%%%% !1110 4444 %%%% !1110 4444
M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4
M444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11
M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%%
M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444
M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4
M444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11
M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%%
M !1110 4444 %%%% !1110!Y/\UZ\\-ZU!J=DW[R,X9">)%/53['_Z]?3VA:W9^
M(='M]2LGS%*O*GJC=U/N*\?%4/9RYELS"<;,T:***Y" HHHH **** "BBB@
MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B
MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ***
M* "BBB@ HHHH **** "BBB@ HHHH \_^,?\ R(A_Z^H_ZU\^5]!_&/\ Y$0_
M]?4?]:^?*]C _P +YFU/8****[#0**** "BBB@ HHHH **** "BBB@ HHHH
M**** "BBB@#J_AK_ ,E#T?\ ZZ-_Z U?3%?,_P -?^2AZ/\ ]=&_] :OIBO)
MQ_\ $7H8U-PHHHKA,PHHHH **** "BBB@ HHHH **** "BBB@ HHHH ****
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MHHH **** "BBB@ HHHH *Z;P#KO_ C_ (QL;MWVV\C>1/SQL;C)^AP?PKF:
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M"VN?9-=N=&E?$=ZF^($_\M$YX^JY_P"^17)C*?/3OV(FKH]SHHHKQC ****
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MBBB@ HHHH **** /%_CG_P ?NB_]
0Q@?89A%P/NQL,?S5?SKB?A%IGV_QS%<
M,N8[*)YSGIG[H_5L_A7M?C'3/[8\'ZK9;=SO;LR#U=?F7]0*\[$5>6O'R_4R
MD_>1\L4445Z)J%%%% !1110 4444 %%%% !1110 4444 %%%% !7OOP=UW^T
M?"SZ;*^9M/DVC)Y,;9*_KN'X"O J['X8Z[_8GC6U#OMM[S_1I'I?/\,Z5-_P ]+.%OS0&N2^*GA'^W]"_M
M&TCW:A8*6 4
Q&*^4-3T^;2M4NM/N!B6VE:-N.N#C/T/6O5P
M-2\'!]#:F]+%2BBBN\T"BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHH
MH *]Z^#6N?;O#4VE2OF:PD^0$_\ +-\D?D=WZ5X+77?#77/[#\:V;.^VWNO]
M&E],-]T_@VW\,USXFGSTVB9JZ/I6BBBO#.<**** "BBB@ HHHH **** "BBB
M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ****
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M=&L]-M_]7;1! >/<_4G)_&KU%%> VV[LY@HHHI %%%% !1110 4444 %%%
M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444
M %%%% !1110 4444 %%%% !1110 4444 %%%% 'B_P <_P#C]T7_ *YR_P U
MKR2O6_CG_P ?NB_]
^UX>*I\E1KN<\U9A1117.2%%%% !1110
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M#H5(R#4E> 5L$_D,#\Z]KUG5(=%T6\U*X_U=M$9",XW'L/J3@?C7RC>7
*8!1110 4444 %%%% !1110 4444 %%%% !11
M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%%
M !1110 4444 %%%% !2.BR(R.H96&""."*6B@#Y5\5Z*WA[Q/?Z80=D4A,1/
M>,\J?R(K&KV7XVZ%NBL==B3E#]FG(]#DH?SW#\17C5>]0J>TIJ1T1=T%%%%;
M%!1110 4444 %%%% !1110 4444 %%%% !1110 4444 >R?!+7,QW^A2ORO^
MDP ^G ^@G\37K]?*WA/6F\/^*+#4LD1Q2@2@=XSPWZ$U]4*RNH92"K#((Z
M$5X^-I\M3F[F%168M%%%<9 4444 %%%% !1110 4444 %%%% !1110 4444
M%%%% !1110 4444 %%%% !1110 4444 %%%% !7S+\0M?_X2'QC>7$;[K: _
M9X.>-J]Q]3D_C7N7Q!U__A'O!UY'BOXTCGG\04445SDA1110 4444 %%%
M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444
M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 ?'E%%%?2'4%
M%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 ?5WAC_D4M&_Z\
M8/\ T6M:M97AC_D4M&_Z\8/_ $6M:M?.S^)G,]PHHHJ1!1110 4444 %%%%
M!1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %
M%%% !1110 4444 %%%% !6#XN\+VOBS0Y+"?"3+\]O-CF-^Q^AZ$5O44XR<7
M= G8^1M1T^ZTK49["]B,5Q Y1U/K_A[U5KW_ .*'@?\ M_3SJVGQ9U.U3YE4
M
_UX>*I\E5^9SS5F%%%%0"1A_"@Y8_D#2;25V![9\(O#_\ 97A3^T)4Q<:B
MWF-UZ$&O%Q-#V4M-F83C9D]%%%
Z]C _POF;4]@HHHKL- HHH
MH **** "BBB@ HHHH **** "BBB@ HHHH **** .K^&O_)0]'_ZZ-_Z U?3%
M?,_PU_Y*'H__ %T;_P! :OIBO)Q_\1>AC4W"BBBN$S"BBB@ HHHH **** "B
MBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ***
M* "BBB@ HHHH **** "BBB@ HHHH *0D*I9B ,DGM2UQ_Q,US^Q/!5V8WVW
M%W_HT6.OS?>/X+N_'%5"+G)174:5W8\'\7ZV?$/BJ_U$,3%)(5A]HUX7]!G\
M:Q***^@C%15D= 44450PHHHH **** "BBB@ HHHH **** "BBB@ HHHH ***
M* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH
M **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@
MHHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B
MBB@ HHHH ].^"^N_8]?N-'E?$5ZF^,'_ )Z)S^JY_(5[K7R/IFH3:5JEKJ%N
M<2VTJRK[D'./H:^L+"]AU+3[:^MVW0W$:RH?8C->3CJ=IJ:ZF-1:W+%%%%<)
MF%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110
M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %>=_
M?[2\*KJ,29GT]]YP.3&V W_LI_ UZ)45U;17EI-:SH'AFC:.13W4C!'Y5=.;
MA-270:=G<^0:*OZWI
V?"'P__97A3^T)4Q<:BWF