8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 26, 2015

Navient Student Loan Trust 2015-1

________________________________________

(Exact name of issuer as specified in its charter)

Navient Funding, LLC

(Exact name of Depositor as specified in its charter)

Navient Solutions, Inc.

(Exact name of Sponsor as specified in its charter)

Delaware	333-190926 333-190926-11	04-3480392
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification Number)
	c/o Wells Fargo Delaware Trust Company, N.A. 919 North Market Street, Suite 1600 Wilmington, Delaware 19801
	_________________________________ (Address of principal executive offices)

Issuer’s telephone number, including area code: 703 984-5858

Not Applicable

______________________________________________

Former name or former address, if changed since last report

  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                 Entry into a Material Definitive Agreement.

Closing of Navient Student Loan Trust 2015-1.

Navient Student Loan Trust 2015-1 (the “Trust”) was formed on February 4, 2015 pursuant to the Trust Agreement (the “Trust Agreement”), dated as of February 4, 2015, between Navient Funding, LLC (“Navient Funding”) and Wells Fargo Delaware Trust Company, N.A., as owner trustee (the “Owner Trustee”). The Trust Agreement was amended and restated as of February 26, 2015 pursuant to the Amended and Restated Trust Agreement by and among Navient Funding, the Owner Trustee and Wells Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”).

On February 17, 2015, Navient Funding, Navient Credit Finance Corporation (“Navient CFC”) and Navient Corporation on the one hand, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (the “Representatives”), each on behalf of itself and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. on the other, executed and delivered the Underwriting Agreement relating to the Student Loan-Backed Notes (the “Notes”) to be issued by the Trust.  On February 17, 2015, Navient Funding, Navient CFC and Navient Corporation on the one hand, and the Representatives, each on behalf of itself and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. on the other, executed and delivered the Pricing Agreement relating to the Notes.

In connection with the foregoing, the following agreements were executed and delivered by the respective parties thereto: (a) the Purchase Agreement, dated as of February 26, 2015, by and among Navient Funding, Navient CFC and Wells Fargo Bank, N.A., not in its individual capacity but solely as interim eligible lender trustee for the benefit of Navient Funding (the “Interim Eligible Lender Trustee”); (b) the Purchase Agreement, dated as of February 26, 2015, by and among Blue Ridge Funding LLC (“Blue Ridge Funding”), Wells Fargo Bank, N.A., not in its individual capacity but solely as interim eligible lender trustee for Blue Ridge Funding (the “Blue Ridge Funding Eligible Lender Trustee”), Navient Funding, the Interim Eligible Lender Trustee and Navient Solutions, Inc., as the servicer (the “Servicer”); (c)  the Purchase Agreement, dated as of February 26, 2015, by and among Red Wolf Funding, LLC (“Red Wolf Funding”), Wells Fargo Bank, N.A., not in its individual capacity but solely as interim eligible lender trustee for Red Wolf Funding (the “Red Wolf Funding Eligible Lender Trustee”), Navient Funding, the Interim Eligible Lender Trustee and the Servicer; (d)  the Purchase Agreement, dated as of February 26, 2015, by and among VL Funding LLC (“VL Funding”), Wells Fargo Bank, N.A., not in its individual capacity but solely as interim eligible lender trustee for VL Funding (the “VL Funding Eligible Lender Trustee”), Navient Funding, the Interim Eligible Lender Trustee and the Servicer; (e) the Interim Trust Agreement, dated as of February 26, 2015, by and between Navient Funding and the Interim Eligible Lender Trustee; (f) the Interim Trust Agreement, dated as of February 26, 2015, by and between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee; (g) the Interim Trust Agreement, dated as of February 26, 2015, by and between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee; (h) the Interim Trust Agreement, dated as of February 26, 2015, by and between VL Funding and the VL Funding Eligible Lender Trustee; (i) the Indenture, dated as of February 26, 2015, by and among the Trust, Wells Fargo Bank, N.A., as eligible lender trustee (the “Eligible Lender Trustee”) and the Indenture Trustee; (j) the Eligible Lender Trust Agreement, dated as of February 26, 2015, between  the Trust and the Eligible Lender Trustee; (k) the Sale Agreement, dated as of February 26, 2015, by and among the Trust, the Eligible Lender Trustee, Navient Funding and the Interim Eligible Lender Trustee; (l) the Administration Agreement, dated as of February 26, 2015, by and among the Trust, Navient Solutions, Inc., in its capacity as administrator (the “Administrator”), the Eligible Lender Trustee, the Servicer, Navient Funding and the Indenture Trustee; and (m) the Servicing Agreement, dated as of February 26, 2015, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.

On February 26, 2015, the Trust issued $1,000,000,000 of its Student Loan-Backed Notes.

Item 2.01                 Completion of Acquisition or Disposition of Assets.

The Trust used the net proceeds of these notes to purchase the student loans.

Item 9.01 Financial Statements and Exhibits

	Exhibits
1.1	Underwriting Agreement relating to the Notes, dated February 17, 2015, by and among Navient Funding, Navient CFC, Navient Corporation and the Representatives.
1.2	Pricing Agreement relating to the Notes, dated February 17, 2015, by and among Navient Funding, Navient CFC, Navient Corporation and the Representatives.
4.1	Amended and Restated Trust Agreement, dated as of February 26, 2015, by and among Navient Funding, the Owner Trustee and the Indenture Trustee.
4.2	Navient Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Navient Funding and the Interim Eligible Lender Trustee.
4.3	Blue Ridge Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee.
4.4	Red Wolf Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee
4.5	VL Funding Interim Trust Agreement, dated as of February 26, 2015, by and between VL Funding and the VL Funding Eligible Lender Trustee
4.6	Indenture, dated as of February 26, 2015, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
4.7	Eligible Lender Trust Agreement, dated as of February 26, 2015, by and between the Eligible Lender Trustee and the Trust.
5.1*	Opinion of Richards, Layton & Finger, P.A., dated February 26, 2015, with respect to due authorization and enforceability of the Notes.
99.1	Purchase Agreement, dated as of February 26, 2015, by and among Navient Funding, the Interim Eligible Lender Trustee and Navient CFC.
99.2	Purchase Agreement, dated as of February 26, 2015, by and among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer.
99.3	Purchase Agreement, dated as of February 26, 2015, by and among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer.
99.4	Purchase Agreement, dated as of February 26, 2015, by and among VL Funding, the VL Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer
99.5	Sale Agreement, dated as of February 26, 2015, by and among Navient Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust.
99.6	Administration Agreement, dated as of February 26, 2015, by and among the Trust, the Administrator, Navient Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee.
99.7	Servicing Agreement, dated as of February 26, 2015, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.

*  Previously filed on Form 8-K dated February 26, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NAVIENT STUDENT LOAN TRUST 2015-1
	By:  Navient Funding, LLC
Dated:  February 26, 2015	By:   /s/ Mark D. Rein
	Name:  Mark D. Rein
	Title:    Vice President

INDEX TO EXHIBITS

Exhibit Number	Description
1.1	Underwriting Agreement relating to the Notes, dated February 17, 2015, by and among Navient Funding, Navient CFC, Navient Corporation and the Representatives.
1.2	Pricing Agreement relating to the Notes, dated February 17, 2015, by and among Navient Funding, Navient CFC, Navient Corporation and the Representatives.
4.1	Amended and Restated Trust Agreement, dated as of February 26, 2015, by and among Navient Funding, the Owner Trustee and the Indenture Trustee.
4.2	Navient Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Navient Funding and the Interim Eligible Lender Trustee.
4.3	Blue Ridge Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee.
4.4	Red Wolf Funding Interim Trust Agreement, dated as of February 26, 2015, by and between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee
4.5	VL Funding Interim Trust Agreement, dated as of February 26, 2015, by and between VL Funding and the VL Funding Eligible Lender Trustee
4.6	Indenture, dated as of February 26, 2015, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
4.7	Eligible Lender Trust Agreement, dated as of February 26, 2015, by and between the Eligible Lender Trustee and the Trust.
5.1*	Opinion of Richards, Layton & Finger, P.A., dated February 26, 2015, with respect to due authorization and enforceability of the Notes.
99.1	Purchase Agreement, dated as of February 26, 2015, by and among Navient Funding, the Interim Eligible Lender Trustee and Navient CFC.
99.2	Purchase Agreement, dated as of February 26, 2015, by and among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer.
99.3	Purchase Agreement, dated as of February 26, 2015, by and among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer.
99.4	Purchase Agreement, dated as of February 26, 2015, by and among VL Funding, the VL Funding Eligible Lender Trustee, Navient Funding, the Interim Eligible Lender Trustee and the Servicer
99.5	Sale Agreement, dated as of February 26, 2015, by and among Navient Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust.
99.6	Administration Agreement, dated as of February 26, 2015, by and among the Trust, the Administrator, Navient Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee.
99.7	Servicing Agreement, dated as of February 26, 2015, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.

*  Previously filed on Form 8-K dated February 26, 2015.

EX-1.1

Exhibit 1.1

Navient Funding, LLC

Student Loan-Backed Notes

Underwriting Agreement

February 17, 2015

J.P. Morgan Securities LLC

383 Madison Avenue, 31st Floor

New York, New York 10179

RBC Capital Markets, LLC

200 Vesey Street, 8th Floor

New York, New York 10281

Wells Fargo Securities, LLC

550 S. Tryon Street

MAC D1086-051

Charlotte, North Carolina 28202

Ladies and Gentlemen:

From time to time, Navient Credit Finance Corporation (“Navient CFC”), a Delaware corporation, and Navient Funding, LLC (the “Company”), a Delaware limited liability company and a wholly-owned subsidiary of Navient CFC, propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine.  Subject to the terms and conditions stated herein and therein, the Company proposes to cause the Trust specified in the applicable Pricing Agreement to issue to the Company, and the Company proposes to sell to the firms named in Schedule I to the applicable Pricing Agreement (each firm constituting the “Underwriter” with respect to such Pricing Agreement and the securities specified therein) certain of such Trust’s Student Loan-Backed Notes (the “Notes”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”), less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as provided in Section 3 hereof and as may be specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, any Designated Securities to be covered by Delayed Delivery Contracts are herein sometimes referred to as “Contract Securities” and the Designated Securities to be purchased by the Underwriters (after giving effect to the deduction, if any, for Contract Securities) are herein sometimes referred to as “Underwriters’ Securities”).

The Securities may be sold from time to time in one or more series.  Each series of Securities, which will include one or more classes of Notes and may include one or more classes of Student Loan-Backed Certificates (the “Certificates,” and, together with the Notes, the

“Securities”) will be issued by a Trust to be formed with respect to such series (each, a “Trust”).  Each Trust will be formed pursuant to a trust agreement (an “Initial Trust Agreement”) to be entered into between the Company and the Owner Trustee specified in the related Pricing Agreement (the “Owner Trustee”) on or before the date of each Pricing Agreement and amended and restated at the Time of Delivery (as defined in Section 4 hereof) for that series pursuant to an amended and restated trust agreement (an “Amended and Restated Trust Agreement,” together with the Initial Trust Agreement, a “Trust Agreement”) to be entered into between the Company, the Owner Trustee and the Indenture Trustee (defined below).  The Notes of each series will be issued and secured pursuant to an indenture (an “Indenture”) among the Trust, the Eligible Lender Trustee specified in the related Pricing Agreement (the “Eligible Lender Trustee”) and the Indenture Trustee specified in the related Pricing Agreement (the “Indenture Trustee”).  The Certificates of a series will be issued pursuant to the related Trust Agreement and will represent fractional undivided interests in the Trust created thereby.  The property of each Trust will include, among other things, educational student loans to students and/or parents of dependent students made under the Federal Family Education Loan Program (“Student Loans”).

At the Time of Delivery for the Designated Securities, (i) the Company will acquire the related Student Loans from Navient CFC, Blue Ridge Funding LLC (“Blue Ridge Funding”), Red Wolf Funding, LLC (“Red Wolf Funding”) and/or VL Funding LLC (“VL Funding”) under separate Purchase Agreements, (ii) the Company will sell the related Student Loans to the Trust pursuant to a Sale Agreement, between the Company and the Trust with the related Eligible Lender Trustee holding legal title thereto and (iii) the Company will make a deposit into the Supplemental Purchase Account, which may be used for the purchase of Additional Trust Student Loans during the Supplemental Purchase Period.  With respect to each series, Navient Solutions, Inc., as servicer (the “Servicer”) will enter into a servicing agreement (a “Servicing Agreement”) with the Trust, the Administrator (defined below), the Eligible Lender Trustee and the Indenture Trustee with respect to the Trust Student Loans.  With respect to each series, Navient Solutions, Inc., as administrator (the “Administrator”), will enter into an administration agreement (an “Administration Agreement”) with the Trust dated as of the Time of Delivery, the Company, the Servicer, the Eligible Lender Trustee and the Indenture Trustee.

The terms and conditions of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the related Indenture.

Capitalized terms used but not defined herein or in any Pricing Agreement shall have the meanings ascribed thereto in the Indenture or the Pre-Pricing Disclosure Side Letter (as defined below).

1.         Particular sales of Designated Securities may be made from time to time to the Underwriter of such Securities, for whom the firms designated as representatives of the Underwriter of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”).  The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act on its or their own behalf without any firm being designated as its or their representatives.  This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities.  The

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obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein.  Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriter of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriter and the principal amount of such Designated Securities to be purchased by each Underwriter and whether any of such Designated Securities shall be covered by Delayed Delivery Contracts (as defined in Section 3 hereof) and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor.  The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities.  A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted.  The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

2.         The Companyand Navient CFC represent and warrant to, and agree with, each of the Underwriters as follows (it being agreed and understood that the statements set forth in clauses (d), (e), (g), (h), (j), (k), (m) and (o) of this Section 2 with respect to Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding, the Servicer or the Administrator constitute representations, warranties and agreements of Navient CFC only and not of the Company):

(a)         A registration statement on Form S-3 (File No. 333-190926), including a form of prospectus, in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form; no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than (i) prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the “Act”), each in the form heretofore delivered to the Representatives, including the preliminary base prospectus (the “Preliminary Base Prospectus”) as supplemented by the preliminary prospectus supplement for the Designated Securities, including any supplements or amendments thereto (the “Preliminary Prospectus Supplement”), (ii) a ratings free writing prospectus, dated the date of the Preliminary Prospectus Supplement, setting forth the ratings requirements for the Designated Securities, including any supplements or amendments thereto (the “Initial Ratings FWP”), (iii) the Exhibit I rep line free writing prospectus, dated the date

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of the Preliminary Prospectus Supplement, regarding the rep lines for the Designated Securities, including any supplements or amendments thereto (the “Exhibit I Rep Line FWP”) and (iv) a rep line free writing prospectus, dated the date of the Preliminary Prospectus Supplement, regarding the rep lines for the Designated Securities, including any supplements or amendments thereto (the “Rep Line FWP” and, together with the Exhibit I Rep Line FWP, the “Rep Line FWPs”; and the Rep Line FWPs together with the Preliminary Prospectus Supplement, the Preliminary Base Prospectus and the Initial Ratings FWP, the “Pre-Pricing Disclosure Package”), each in the form delivered to the Underwriters); and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the best of Navient CFC’s or the Company’s knowledge, threatened by the Commission; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statementbecame effective but excluding Form T-1, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the prospectus relating to the Securities (other than the Preliminary Base Prospectus and the Preliminary Prospectus Supplement), in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the “Prospectus”; any reference herein to the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Prospectus, Preliminary Base Prospectus or Preliminary Prospectus Supplement, as the case may be; any reference to any amendment or supplement to the Prospectus, the Preliminary Base Prospectus or the Preliminary Prospectus Supplement shall be deemed to refer to and include any documents filed after the date of such Prospectus, Preliminary Base Prospectus or Preliminary Prospectus Supplement, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Prospectus, Preliminary Base Prospectus or Preliminary Prospectus Supplement, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus, the Preliminary Base Prospectus or the Preliminary Prospectus Supplement as amended or supplemented shall be deemed to refer to the Prospectus, the Preliminary Base Prospectus or the Preliminary Prospectus Supplement as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing);

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(b)         The documents incorporated by reference in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act, the Exchange Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act, the Exchange Act and the Trust Indenture Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement as amended or supplemented relating to such Designated Securities;

(c)         The Registration Statement, the Prospectus and the Pre-Pricing Disclosure Package conform, and any further amendments or supplements to the Registration Statement, the Prospectus and the Pre-Pricing Disclosure Package will conform, in all material respects to the requirements of the Act and the Trust Indenture Act, as applicable, and the rules and regulations of the Commission thereunder, and the Registration Statement, the Prospectus, the Pre-Pricing Disclosure Package, any Road Show Materials (as defined below) (to the extent read together with the Pre-Pricing Disclosure Package) and the structure summary materials sent to Intex Solutions, Inc. by the Representatives (including any amendment thereof or supplement thereto, the “Intex Information”), if any, (to the extent read together with the Pre-Pricing Disclosure Package) do not and will not, and the Final Ratings FWP (as defined below) will not, (i) as of the applicable effective dates and at the Time of Sale (as set forth in the Pre-Pricing Disclosure Package Side Letter defined below), as to the Registration Statement and any amendment thereto, (ii) as of the applicable filing date and at the Time of Sale, as to the Prospectus and any amendment or supplement thereto, (iii) as of the date of pricing and at the Time of Sale, as to the Intex Information, if any, (iv) as of the date of the pricing, at the Time of Sale and at the Time of Delivery of the Designated Securities, as to the Pre-Pricing Disclosure Package (taken as a whole), (v) as of the date of pricing and at the Time of Delivery of the Designated Securities, as to the Final Ratings FWP, taken as a whole with the Pre-Pricing Disclosure Package, and (vi) as of the date thereof and at the Time of Delivery, as to any Road Show Materials (to the extent read together with the

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Pre-Pricing Disclosure Package), contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply (i) to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented, the Pre-Pricing Disclosure Package, the Final Ratings FWP, any Intex Information or any Road Show Materials, as applicable, relating to such Designated Securities (it being understood that the Pre-Pricing Disclosure Package omits certain pricing information relating to the Designated Securities, and (ii) to any Intex Information, except to the extent that any untrue statement or alleged untrue statement or omission or alleged omission therein (A) is also included in the Pre-Pricing Disclosure Package or (B) arises out of or is based on (or is alleged to have arisen out of or been based on) an error in the information furnished by the Company or the applicable Trust to the Underwriters in writing or by electronic transmission that was used in the preparation of the Intex Information (a “Collateral Error”);

(d)         Neither Navient CFC or any of its subsidiaries, taken as a whole, nor the Company has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.  There has not been (A) any material adverse change in the capital stock or long-term debt of Navient CFC or any of its subsidiaries, taken as a whole, or the Company or (B) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of Navient CFC or any of its subsidiaries, taken as a whole, or the Company, since the date of SLM Corporation’s most recent Annual Report on Form 10-K or any Quarterly Report on Form 10-Q or any Form 8-K filed with the Commission by the SLM Corporation (but only with respect to SLM Corporation and its subsidiaries up to and including April 30, 2014), Navient Corporation’s registration statement on Form 10 (as filed with the Commission on April 10, 2014) or any Quarterly Report on Form 10-Q or any Form 8-K filed with the Commission by Navient Corporation, as applicable, unless disclosed in writing to the Underwriters, on or prior to the date of this Agreement;

(e)           The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein, and is a wholly-owned subsidiary of Navient CFC as of the date hereof.  The Servicer has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority  (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to

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consummate the transactions contemplated therein.  The Administrator has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein. Navient CFC has been duly formed and is validly existing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein.  Blue Ridge Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein.  Red Wolf Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein.  VL Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and to consummate the transactions contemplated therein and herein.

(f)         All of the issued membership interests of the Company have been duly and validly authorized and issued and are owned beneficially and of record by Navient CFC as of the date hereof;

(g)         This Agreement has been, and each Pricing Agreement with respect to the Designated Securities upon its execution and delivery by the Company and Navient CFC will have been, duly authorized, executed and delivered by the Company and Navient CFC.  The side letter authorizing the delivery of the Pre-Pricing Disclosure Package (the “Pre-Pricing Disclosure Package Side Letter”) has been duly authorized, executed and delivered by the Company, Navient CFC and Navient Corporation to each of the Underwriters.  The Securities have been duly authorized, and, when Designated Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, and, in the case of any Contract Securities, pursuant to Delayed Delivery Contracts with respect to such Contract Securities, such Designated Securities and Contract Securities will have been duly executed, authenticated, issued and delivered.  The Designated Securities will constitute valid and legally binding obligations of the related Trust entitled to the benefits provided by the Indenture, which will be substantially in the form filed as an exhibit to the Registration

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Statement.  The Indenture has been duly authorized and duly qualified under the Trust Indenture Act.  The related Certificates are intended to represent undivided ownership interests in the Trust created by the Trust Agreement, which will be substantially in the form filed as an exhibit to the Registration Statement, and will be entitled to the benefits provided by the Trust Agreement.  At the Time of Delivery (as defined in Section 4 hereof) for the Designated Securities, the Indenture and the Trust Agreement will each constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.  The Indenture and Trust Agreement conform, and the Designated Securities and the related Certificates will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented, the Pre-Pricing Disclosure Package and the Final Ratings FWP with respect to the Designated Securities;

(h)         The issue and sale of the Securities and the compliance by the Company, by Navient CFC and by Navient Corporation, as applicable, with all of the provisions of the Securities, the Indenture, the Trust Agreement, each of the Delayed Delivery Contracts, this Agreement, any Pricing Agreement and the Pre-Pricing Disclosure Package Side Letter, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, Navient CFC or Navient Corporation is a party or by which the Company, Navient CFC or Navient Corporation is bound or to which any of the property or assets of the Company, Navient CFC or Navient Corporation is subject, nor will such action result in any violation of the provisions of the Company’s Certificate of Formation or Limited Liability Company Operating Agreement, Navient CFC’s Certificate of Incorporation or By-laws, Navient Corporation’s Certificate of Incorporation or By-laws, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, Navient Corporation or Navient CFC or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company, Navient Corporation or Navient CFC of the transactions contemplated by this Agreement or any Pricing Agreement or the Indenture or any Delayed Delivery Contract, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters;

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(i)         The statements set forth in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement under the captions “Description of the Notes” and “Additional Information Regarding the Notes,” insofar as they purport to constitute a summary of the terms of the Notes (other than with respect to the Preliminary Base Prospectus and the Preliminary Prospectus Supplement, certain pricing information), are accurate, complete and fair;

(j)         Navient CFC is not in violation of its Certificate of Incorporation or By-laws, and the Company is not in violation of its Certificate of Formation or Limited Liability Company Operating Agreement, and neither Navient CFC nor the Company is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(k)         Other than as set forth in the Prospectus, the Preliminary Base Prospectus, the Preliminary Prospectus Supplement or in SLM Corporation’s most recent Annual Report on Form 10-K or any Quarterly Report on Form 10-Q or any Form 8-K filed with the Commission by the SLM Corporation (but only with respect to SLM Corporation and its subsidiaries up to and including April 30, 2014), Navient Corporation’s registration statement on Form 10 (as filed with the Commission on April 10, 2014) or any Quarterly Report on Form 10-Q or any Form 8-K filed with the Commission by the Navient Corporation, as applicable, on or prior to the date of this Agreement, filed with the Commission, as applicable, there are no legal or governmental proceedings pending to which the Company or Navient CFC or any of its subsidiaries is a party or of which any property of Navient CFC or any of its subsidiaries is the subject which, if determined adversely to the Company or Navient CFC or any of its subsidiaries would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of Navient CFC and any of its subsidiaries, taken as a whole, or the Company, or on the consummation of the transactions contemplated hereby; and, to the best of the Company’s and Navient CFC’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(l)         The Trust is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”) in reliance upon an exclusion or exemption contained in Rule 3a-7 under the Investment Company Act (although there may be additional exclusions or exemptions available to the Trust), and the Company, acting in its capacity as the Depositor of the Trust, is not an “ineligible issuer” within the meaning of Rule 405 under the Act as of the date hereof or as of the time set forth in Rule 164(h)(2) of the Act;

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(m)         Neither the Company, Navient CFC nor any of their affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;

(n)         The accounting firm or firms providing the letter or letters to be delivered pursuant to Section 8(g) hereof are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(o)         At the Time of Delivery of the Designated Securities, Navient CFC’s representations and warranties in the Purchase Agreement to which it is a party, the Administrator’s representations and warranties in the Administration Agreement, the Company’s representations and warranties in the related Sale Agreement and Trust Agreement, Blue Ridge Funding’s representations and warranties in the Purchase Agreement to which it is a party will be true and correct in all material respects, Red Wolf Funding’s representations and warranties in the Purchase Agreement to which it is a party will be true and correct in all material respects, VL Funding’s representations and warranties in the Purchase Agreement to which it is a party will be true and correct in all material respects, and the Servicer’s representations and warranties in the Servicing Agreement will be true and correct in all material respects; and

(p)         In the event any of the Securities are purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been duly authorized by the Company and Navient CFC and, when executed and delivered by the Company and the purchaser named therein, will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and any Delayed Delivery Contracts will conform to the description thereof in the Prospectus, as amended or supplemented.

(q)         Navient Solutions, Inc., as sponsor (the “Sponsor”) of the Trust issuing the Notes, has executed and delivered a written representation to each Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (D) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), and the Sponsor has complied with each such representation.

(r)         The Company has complied and, at and as of the Time of Delivery for the Designated Securities, shall have complied with its diligence and disclosure obligations under Rule 193 of the Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB under the Act.

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3.         Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Underwriters’ Securities, the several Underwriters propose to offer such Underwriters’ Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented and the Pre-Pricing Disclosure Package as amended or supplemented.

The Company may specify in Schedule II to the Pricing Agreement applicable to any Designated Securities that the Underwriters are authorized to solicit offers to purchase Designated Securities from the Company pursuant to delayed delivery contracts (herein called “Delayed Delivery Contracts”), substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and the Company may authorize or approve.  If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor the Company will pay to the Representatives, for the accounts of the Underwriters, at the Time of Delivery, such commission, if any, as may be set forth in such Pricing Agreement.  Delayed Delivery Contracts, if any, are to be with investors of the types described in the Prospectus, as amended or supplemented, and subject to other conditions therein set forth.  The Underwriters will not have any responsibility with respect to the validity or performance of any Delayed Delivery Contracts.

The principal amount of Contract Securities to be deducted from the principal amount of Designated Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, the principal amount of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount of Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the total principal amount of the Designated Securities (rounded as the Representatives may determine).  The total principal amount of Underwriters’ Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the total principal amount of Designated Securities set forth in Schedule I to such Pricing Agreement less the principal amount of the Contract Securities.  The Company will deliver to the Representatives not later than 3:30 p.m., New York City time, on the third business day preceding the Time of Delivery specified in the applicable Pricing Agreement (or such other time and date as the Representatives and the Company may agree upon in writing), a written notice setting forth the principal amount of Contract Securities.

4.         Underwriters’ Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer or by certified or official bank check or checks, payable to the order of the Company in the funds specified in such Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Securities.

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Concurrently with the delivery of and payment for the Underwriters’ Securities, the Company will deliver to the Representatives for the accounts of the Underwriters a check payable to the order of the party designated in the Pricing Agreement relating to such Underwriters’ Securities in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in Section 3 hereof and the Pricing Agreement relating to such Securities.

5.         The Company agrees with each of the Underwriters of any Designated Securities, Navient CFC agrees with such Underwriters that it will cause the Company, and solely with respect to Section 5(g) hereof Navient Corporation agrees with such Underwriters:

(a)         To prepare the Prospectus as amended or supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such other time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented or to the Pre-Pricing Disclosure Package after the date of the Pricing Agreement relating to such Designated Securities and prior to the Time of Delivery for such Designated Securities, in the event such amendment or supplement is disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof, provided that the Company will prepare a final ratings free writing prospectus in form approved by the Representatives (the “Final Ratings FWP”) and file such Final Ratings FWP pursuant to Rule 433 under the Act; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Designated Securities, of the suspension of the qualification of such Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Designated Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

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(b)         Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Designated Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c)         To furnish the Underwriters with copies of the Prospectus and Pre-Pricing Disclosure Package as amended or supplemented, in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a Prospectus or Pre-Pricing Disclosure Package is required at any time in connection with the offering or sale of the Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus or Pre-Pricing Disclosure Package as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus or each respective piece of the Pre-Pricing Disclosure Package is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or the Pre-Pricing Disclosure Package or to file under the Exchange Act any document incorporated by reference in the Prospectus or the Pre-Pricing Disclosure Package in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or the Pre-Pricing Disclosure Package or a supplement to the Prospectus or the Pre-Pricing Disclosure Package which will correct such statement or omission or effect such compliance;

(d)         To prepare and furnish to the Underwriters copies of the Final Ratings FWP, and to prepare and furnish without charge to each Underwriter and to any dealer in the Designated Securities as many copies as the Underwriters may from time to time reasonably request of any amendment or supplement to the Final Ratings FWP, which corrects an untrue statement or omission of material fact in the Final Ratings FWP;

(e)         To cause the Trust to make generally available to holders of Designated Securities, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Trust (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

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(f)         To apply the net proceeds of the offering and sale of the Designated Securities and the related Certificates that it receives in the manner set forth in the Prospectus, the Preliminary Base Prospectus and the Preliminary Prospectus Supplement; and

(g)         To cause the Sponsor to comply with each representation made by it to each Rating Agency with respect to the Notes pursuant to paragraph (a)(3)(iii) of Rule 17g-5.

6.         (a)              The Company and Navient CFC covenant and agree with the several Underwriters that the Company or Navient CFC will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s and Navient CFC’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto, and the Pre-Pricing Disclosure Package and any amendments and supplements thereto relating to the Designated Securities and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Trust Agreement, any Delayed Delivery Contracts, the Pre-Pricing Disclosure Package Side Letter, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any fees charged by securities rating services for rating the Designated Securities; (v) the cost of preparing the Designated Securities; (vi) the fees and expenses of the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee and any agent of the Eligible Lender Trustee, the Owner Trustee or the Indenture Trustee and the fees and disbursements of counsel for the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee in connection with any Indenture and Trust Agreement and the Designated Securities; (vii) the fees payable to the Luxembourg Stock Exchange in connection with listing Designated Securities on the Luxembourg Stock Exchange; and (viii) all other costs and expenses incident to the performance of their obligations hereunder and under any Delayed Delivery Contracts that are not otherwise specifically provided for in this Section.  It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

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(b)         Each of the Company, Navient CFC and Navient Corporation acknowledges and agrees that the purchase and sale of the Designated Securities pursuant to this Agreement, including the determination of the initial public offering price of the Designated Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other.  In connection therewith and with the process leading to such transaction, each of the Company, Navient CFC and Navient Corporation acknowledges and agrees that each Underwriter is acting solely as a principal and not as the agent or fiduciary or in any other position of higher trust of the Company and that no Underwriter has assumed (i) a fiduciary responsibility in favor of the Trust specified in the applicable Pricing Agreement with respect to the offering and sale of the Designated Securities contemplated hereby or (ii) any other obligation to any of the Company, Navient CFC and Navient Corporation except for the obligations expressly set forth in this Agreement.  Each of the Company, Navient CFC and Navient Corporation covenants and agrees that it will not claim that any Underwriter owes a fiduciary or other similar duty to the Trust specified in the applicable Pricing Agreement in connection with the offering and sale of the Designated Securities contemplated hereby or the process leading thereto.  Each Underwriter covenants and agrees that it has disclosed to the Company, Navient CFC and Navient Corporation any conflicts of interest that would materially impact the arm’s-length commercial nature of the purchase and sale of the Designated Securitiesincluding the determination of the initial public offering price of the Designated Securities and any related discounts and commissions.

7.         (a)              Other than the Prospectus, the Preliminary Base Prospectus, the Preliminary Prospectus Supplement and the prospectus supplement for the Designated Securities (the “Prospectus Supplement” and together with the Prospectus, the “Final Prospectus”), each of which will be filed with the Commission pursuant to Rule 424(b) under the Act, and the Initial Ratings FWP, the Exhibit I Rep Line FWP, the Rep Line FWP and the Final Ratings FWP (collectively, the “Disclosure Materials”) no Underwriter shall, without the Company’s prior written approval, convey or deliver any other written material of any kind relating to any  “issuer information” as defined in Rule 433(h)(2) under the Act to any potential investor in the Designated Securities that would constitute (i) a prospectus satisfying the requirements of Rule 430B under the Act, (ii) a “free writing prospectus,” as defined in Rule 405 under the Act (a “Free Writing Prospectus”), including, but not limited to the materials constituting a “road show” presentation, which for the avoidance of doubt shall include any company authorized transaction summary (such materials, the “Road Show Materials”) (other than use of Road Show Materials as part of the road show itself) or (iii) any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”), in reliance upon Rules 167 and 426 under the Act (clauses (i), (ii) and (iii) collectively referred to herein as, “Prohibited Materials”); provided, however, that you may convey to one or more of your potential investors a free writing prospectus, as defined in Rule 405 under the Act, containing only: (i) information permitted in Rule 134 under the Act and previously included in the Pre-Pricing Disclosure Package, (ii) a column or other entry showing the status of the subscriptions for each class of the Securities (both for the issuance as a whole and for each underwriter’s specific retention), (iii) expected pricing parameters of the Securities, (iv) weighted averages lives of any class of Securities, (v) expected maturities of any class of

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Securities and (vi) after final pricing spreads with regard to the Securities have been determined, pricing cashflows for the Securities, in the case of clauses (i) through (vi) as such information is posted on a Bloomberg screen and, in the case of clauses (ii) through (vi) such free writing prospectus shall not contain information that would require the issuer to file such free writing prospectus pursuant to Rule 433 under the Act.

(b)              Each Underwriter represents and warrants that it has not conveyed, or will not convey, to any potential investor:  (i) the Preliminary Base Prospectus, the Preliminary Prospectus Supplement and the Initial Ratings FWP prior to February 17, 2015, (ii) the Exhibit I Rep Line FWP prior to February 17, 2015, (iii) the Rep Line FWP prior to February 17, 2015, and (iv) the Final Ratings FWP prior to the Final Ratings FWP First Use Date.

(c)              Each Underwriter covenants with the Company and Navient CFC that it has conveyed the Pre-Pricing Disclosure Package to each investor to which it has sold the Designated Securities in paper form, by facsimile, or electronically in Adobe Acrobat PDF format reasonably promptly after receipt by such Underwriter of the Pre-Pricing Disclosure Package from the Company and prior to the time of each contract of sale for the Designated Securities.

(d)              Each Underwriter represents and warrants to the Company and Navient CFC that in connection with its use of the Pre-Pricing Disclosure Package, it has complied  with all requirements of the rules and regulations of the Commission applicable to such Underwriter with regard to preliminary prospectus supplements and Free Writing Prospectuses.

(e)              The Company agrees, and Navient CFC agrees that it has caused, or shall cause, the Company to file with the Commission the following:

(i) The Initial Ratings FWP, which constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the Act;

(ii) The Exhibit I Rep Line FWP, which constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the Act;

(iii) The Rep Line FWP, which constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the Act;

(iv) The Final Ratings FWP, which constitutes an “issuer free writing prospectus,” as defined in Rule 433(h) under the Act; and

(v) Any other Free Writing Prospectus that the Company provided, authorized or approved (each, an “Other Issuer Free Writing Prospectus”), and which the Representatives shall not have disapproved solely to the extent required to be filed pursuant to Rule 433 under the Act.

(f)              The Free Writing Prospectuses required to be filed pursuant to Section 7(e) hereof by the Company have been or shall be filed with the Commission not later than the applicable time specified in the Act, if required, and will comply with all applicable requirements of the rules and regulations of the Commission with regard to Free Writing Prospectuses applicable to it.

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(g)              Notwithstanding the provisions of Sections 7(e) and (f) hereof, the Company shall not be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to the Pre-Pricing Disclosure Package or any other Free Writing Prospectus previously filed with the Commission.

(h)              The Company and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to this Section 7 for a period of three (3) years following the initial bona fide offering of the Designated Securities.

(i)              (i)           In the event that an Underwriter determines that, as of the date on which an investor entered into an agreement to purchase any Designated Securities, the Pre-Pricing Disclosure Package or any other Free Writing Prospectus delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Pre-Pricing Disclosure Package, a “Defective Pre-Pricing Disclosure Package” and such Free Writing Prospectus, a “Defective Free Writing Prospectus”), such Underwriter shall notify the Company thereof as promptly as practicable after such determination.

(ii)           Upon receipt by the Company of notification of a Defective Pre-Pricing Disclosure Package or a Defective Free Writing Prospectus, or if the Company becomes aware of the use of a Defective Pre-Pricing Disclosure Package or a Defective Free Writing Prospectus, the Company shall prepare a preliminary prospectus supplement or Free Writing Prospectus which corrects the material misstatement or omission in the Defective Pre-Pricing Disclosure Package or the Defective Free Writing Prospectus, as applicable (such corrected preliminary prospectus supplement, a “Corrected Pre-Pricing Disclosure Package” and such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus).

(iii)           Upon receipt by an Underwriter of a Corrected Pre-Pricing Disclosure Package or a Corrected Free Writing Prospectus, as applicable, each Underwriter shall use reasonable efforts thereafter to provide the investor with adequate disclosure of its contractual arrangement and its rights under that contract at the time, to provide such investor with adequate disclosure of the information which would correct such statement or omission to provide such investor with a meaningful ability to terminate the prior contract and to elect to enter into or not enter into a new contract, and to enter into a new contract of sale with such investor; it being understood and agreed that any corrective disclosure shall be provided by the Company, in writing, to each Underwriter as promptly as practicable.

(j)              Notwithstanding any other provision herein, the Underwriters, Navient CFC and the Company each agree to pay all costs and expenses of the other party including, without limitation, legal fees and expenses, incurred in connection with any successful action by one party or parties against another party or parties to enforce any of its rights set forth in this Section 7.

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(k)              Each Underwriter covenants with the Company that:

(i)           it will maintain written or electronic records (the “Conveyed Information Records”) of the time and manner that any Disclosure Materials were conveyed to the investor at or prior to the Time of Sale (the “Conveyed Information”), all within the meaning of Rule 159 under the Act, for a period of at least three (3) years after the Time of Sale; and

(ii)           in the event of any litigation, threatened litigation or other dispute involving the Designated Securities, the Company will have the right to review and copy the Conveyed Information Records during normal business hours upon reasonable prior notice; provided that, in the alternative and at your option, copies of all such Conveyed Information Records may be sent to the Company, accompanied by an officer’s certificate certifying that such materials are a true and complete record of the relevant matter.

(l)              Each Underwriter covenants with the Company that during the Prospectus delivery period set forth in the Act, the Underwriter shall, if requested by a prospective investor, convey to such investor the Final Prospectus in accordance with the Act.

(m)              Each Underwriter, severally and not jointly, (i) represents to the Company that it has not provided, as of the date of this Agreement, and covenants with the Company that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust specified in the applicable Pricing Agreement, the Notes, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)C)), without the prior consent of the Company, and (ii) covenants with the Company that it will not provide to any Rating Agency or other "nationally recognized statistical rating organization" (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(iii)(3)(D)), without the prior consent of the Company.

(n)              Each Underwriter covenants with the Company that it will not at any time institute against the Company or the Trust, or join in any institution against the Company or the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or this Agreement.  The foregoing shall not limit the rights of any Underwriter to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Company or the Trust by a Person other than such Underwriter.

8.         The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the reasonable discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company and Navient CFC in or incorporated by reference in the Pricing Agreement

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relating to such Designated Securities are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that the Company and Navient CFC shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)         (i) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; (ii) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with;

(b)         Counsel for the Underwriters shall have furnished Representatives such opinion or opinions, substantially in the form attached hereto as Annex II(a), dated the Time of Delivery for such Designated Securities, with respect to the Designated Securities and such other related matters as the Representatives may reasonably request;

(c)         Internal counsel for the Company, the Administrator, Navient Corporation, Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding and the Servicer, satisfactory to the Representatives, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, substantially in the form attached hereto as Annex II(b) or as is otherwise satisfactory to the Representatives;

(d)         Special counsel for the Company, the Administrator, Navient Corporation, Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding and the Servicer, satisfactory to the Representatives, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, substantially in the form attached hereto as Annex II(c) or as is otherwise satisfactory to the Representatives;

(e)         Counsel for the Owner Trustee, satisfactory to the Representatives, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, substantially in the form attached hereto as Annex II(d) or as is otherwise satisfactory to the Representatives;

(f)         Counsel for the Indenture Trustee and the Eligible Lender Trustee, satisfactory to the Representatives, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, substantially in the form attached hereto as Annex II(e) or as is otherwise satisfactory to the Representatives;

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(g)         At the time that the Preliminary Base Prospectus and the Preliminary Prospectus Supplement relating to such Designated Securities was distributed and on the date of the Pricing Agreement for such Designated Securities, the independent public accountants of the Company and Navient CFC shall have furnished to the Representatives a letter or letters with respect to the Company, Navient CFC, the statistical and financial information contained in the Preliminary Base Prospectus and the Preliminary Prospectus Supplement and the Prospectus (including, without limitation any static pool data required to be incorporated by reference therein under Item 1105 of Regulation AB of the Act) and certain agreed upon procedures with respect to the issuance and offering of the Designated Securities and the related Student Loans, in form and substance satisfactory to the Representatives and in each case confirming that such accountants are independent public accountants within the meaning of the Act and the applicable rules and regulations thereunder;

(h)         (i) Neither Navient CFC or any of its subsidiaries, taken as a whole, nor the Company shall have sustained (i) any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and, (ii) there shall not have been (A) any material adverse change in the capital stock or long-term debt of Navient CFC or any of its subsidiaries, taken as a whole, or the Company or (B) any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of Navient CFC or any of its subsidiaries, taken as a whole, or the Company or the transactions contemplated hereby, otherwise than, in the case of clauses (A) and (B) above, as set forth in SLM Corporation’s most recent Annual Report on Form 10-K or any Quarterly Report on Form 10-Q or any Form 8-K filed with the Commission by the SLM Corporation (but in each case, only with respect to SLM Corporation and its subsidiaries up to and including April 30, 2014), Navient Corporation’s registration statement on Form 10 (as filed with the Commission on April 10, 2014) or any Quarterly Report on Form 10-Q or any Form 8-K filed with the Commission by the Navient Corporation, as applicable, or as disclosed in writing to the Underwriters on or prior to the date of this Agreement, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Underwriters’ Securities on the terms and in the manner contemplated in the Prospectus as first amended or supplemented relating to the Designated Securities and in the Pre-Pricing Disclosure Package;

(i)         On or after the date of the Pricing Agreement relating to the Designated Securities, there shall not have occurred any of the following: (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (2) a general moratorium on commercial banking activities declared by either Federal or New York State authorities;  or (3) the outbreak or escalation of hostilities involving the United States or the

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declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (i) in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Underwriters’ Securities on the terms and in the manner contemplated in the Prospectus as theretofore amended or supplemented relating to the Designated Securities or in the Pre-Pricing Disclosure Package;

(j)         Each of the Company and Navient CFC shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company or Navient CFC, as the case may be, satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company or Navient CFC, as the case may be, herein at and as of such Time of Delivery, as to the performance by the Company or Navient CFC, as the case may be, of all of their obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a), (h) and (i) of this Section and as to such other matters as the Representatives may reasonably request;

(k)         At the Time of Delivery, the aggregate principal amount of the Underwriters’ Securities as specified in the related Pricing Agreement for the Designated Securities shall have been sold to the Underwriters and the aggregate amount of the related Certificates, if any, as specified in the related underwriting agreement for such Certificates shall have been sold to the underwriters specified in such underwriting agreement; and

(l)         The Designated Securities shall be rated as set forth in the Final Ratings FWP by the Rating Agency (or Agencies) specified in the Final Ratings FWP, and such Rating Agency or Agencies shall not have placed the Designated Securities under surveillance or review with negative implications except with respect to matters related to the U.S. sovereign debt rating.

9.         (a)  (i)  The Company, Navient CFC and Navient Corporation, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in (i) the Pre-Pricing Disclosure Package, the Final Ratings FWP, any Road Show Materials (to the extent read together with the Pre-Pricing Disclosure Package), any Intex Information, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Designated Securities, or any amendment or supplement thereto (including any static pool data referenced therein), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any Corrected Pre-Pricing Disclosure Package or Corrected Free-Writing Prospectus, or the omission or alleged

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omission to state a material fact required to make the statements therein, in light of the circumstances under which they were made, not misleading, which was not corrected by information subsequently supplied by the Company to the Underwriters reasonably prior to the sale to the applicable investor of the Designated Securities, which sale results in the loss, claim, damage or liability arising out of or based upon such misstatement or omission, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company, Navient CFC and Navient Corporation shall not be liable in any such case (i) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company, Navient CFC or Navient Corporation by any Underwriter of Designated Securities through the Representatives expressly for use therein, and (ii) in respect of any Intex Information, except to the extent that any untrue statement or alleged untrue statement or omission or alleged omission therein (A) is also included in the Pre-Pricing Disclosure Package or (B) arises out of or is based on (or is alleged to have arisen out of or been based on) a Collateral Error.

(ii) The Company, Navient CFC and Navient Corporation, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon failure of the Company, in its capacity as the depositor of the Trust, to maintain its status as an eligible issuer within the meaning of Rule 405 under the Act as of the date hereof or as of the time set forth in Rule 164(h)(2) of the Act or its failure to file, under Rule 424(b) of the Act, the Preliminary Base Prospectus or the Preliminary Prospectus Supplement with the Commission on the earlier to occur of immediately prior to the Time of Sale or within two business days of the Pre-Pricing Disclosure Package First Use Date, and under Rule 433 under the Act, the Initial Ratings FWP with the Commission no later than the Pre-Pricing Disclosure Package First Use Date, the Exhibit I Rep Line FWP on the date of its first use, the Rep Line FWP within two days of its first use, the Final Rating FWP with the Commission no later than the Final Ratings FWP First Use Date, and any Other Issuer Free Writing Prospectus as required under Rule 433 under the Act, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred.

(iii) The Company, Navient CFC and Navient Corporation, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses (excluding market losses), claims, damages or liabilities, joint or several, to which such Underwriter may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) may arise out of such Underwriter’s entering into this

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Agreement or any Pricing Agreement or performing its obligations under this Agreement or any Pricing Agreement, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company, Navient CFC and Navient Corporation shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the documents referred to in clause (i) of this Section 9(a) in reliance upon and in conformity with written information furnished to the Company, Navient CFC or Navient Corporation by any Underwriter expressly for use therein.

(b)         Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company, Navient CFC and Navient Corporation against any losses, claims, damages or liabilities to which they may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (A) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in (i) the Preliminary Base Prospectus, the Preliminary Prospectus Supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Initial Rating FWP, the Final Ratings FWP, any Road Show Materials (to the extent read together with the Pre-Pricing Disclosure Package), any Intex Information or any Corrected Free-Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company or Navient CFC by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company, Navient CFC or Navient Corporation, as applicable, for any legal or other expenses reasonably incurred by the Company, Navient CFC or Navient Corporation in connection with investigating or defending any such action or claim as such expenses are incurred or (B) arise out of or are based upon the breach by such Underwriter of the representation and covenant set forth in Section 7(m), and, in each case, will reimburse any legal or other expenses reasonably incurred by the Company or Navient CFC in connection with investigating or defending any such action or claim; provided that the indemnification provided by any Underwriter pursuant to clause (B) above will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in Schedule II to the Pricing Agreement applicable to the Designated Securities.

(c)         Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection.  In case any such action shall be brought against any

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indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)         If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and Navient CFC, on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates.  If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and Navient CFC, on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by the Company and Navient CFC, on the one hand, and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company and Navient CFC bear to the total underwriting discounts and commissions received by such Underwriters.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Navient CFC, on the one hand, or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company, Navient CFC, Navient Corporation and the Underwriters agree that it would not be just and equitable if contribution

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pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.

(e)         The obligations of the Company, Navient CFC and Navient Corporation under this Section 9 shall be in addition to any liability which the Company, Navient CFC and Navient Corporation may otherwise have, shall extend, upon the same terms and conditions, to each officer and director of the Underwriters and to each person, if any, who controls any Underwriter within the meaning of the Act, and shall remain of full force and effect notwithstanding any claim of one party against another under Section 7 hereof or under the Pre-Pricing Disclosure Package Side Letter. The obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have, shall extend, upon the same terms and conditions, to each officer and director of the Company, Navient CFC or Navient Corporation and to each person, if any, who controls the Company, Navient CFC or Navient Corporation within the meaning of the Act and shall remain of full force and effect notwithstanding any claim of one party against another under Section 7 hereof or under the Pre-Pricing Disclosure Package Side Letter.

(f)         Notwithstanding any other provision of this Agreement, the aggregate liability of any Underwriter to Company, Navient CFC and Navient Corporation in respect of any losses, claims, damages, liabilities, legal or other expenses or other amounts (collectively, “Amounts”) arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in Section 7(m)(ii), without regard to whether such Amounts are payable by such Underwriter under the indemnification provided by Section 9(b) or as damages for breach of contract or otherwise, will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in Schedule II to the Pricing Agreement applicable to the Designated Securities.

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10.         (a)  If any Underwriter shall default in its obligation to purchase the Underwriters’ Securities which it has agreed to purchase under the Pricing Agreement relating to such Underwriters’ Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters’ Securities on the terms contained herein and therein.  If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters’ Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters’ Securities on such terms.  In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Underwriters’ Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Underwriters’ Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Underwriters’ Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements (including the Pre-Pricing Disclosure Package and Final Ratings FWP), and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Prospectus or such Free Writing Prospectus which in the opinion of the Representatives may thereby be made necessary.  The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

(b)         If, after giving effect to any arrangements for the purchase of the Underwriters’ Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Underwriters’ Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right (i) to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such non-defaulting Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities, and, in addition, (ii) to require each non-defaulting Underwriter to purchase its pro rata share of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made (which share only shall pertain to and be based on the principal amount of the Designated Securities which such non-defaulting Underwriter or Underwriters previously agreed to purchase under the Pricing Agreement relating to such Designated Securities, it being acknowledged and agreed that such non-defaulting Underwriter or Underwriters shall not be required to purchase a share of any class of Designated Securities of a defaulting Underwriter or Underwriters which the non-defaulting Underwriter or Underwriters had not previously agreed to purchase under the Pricing Agreement relating to such Designated Securities).  Nothing herein shall relieve a defaulting Underwriter from liability for its default.

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(c)         If, after giving effect to any arrangements for the purchase of the Underwriters’ Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Underwriters’ Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Underwriters’ Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6(a) hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11.         The respective indemnities, agreements, representations, warranties and other statements of the Company and Navient CFC and the several Underwriters and, to the extent provided in Sections 2(h), 5(g), 6(b), 9, 12 and 14, Navient Corporation, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, Navient CFC or Navient Corporation or any officer or director or controlling person of the Company, Navient CFC or Navient Corporation, and shall survive delivery of and payment for the Securities.

12.         If any Pricing Agreement shall be terminated pursuant to Section 10 or Section 8(i) hereof, the Company, Navient CFC and Navient Corporation shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 9 hereof and in Section 6(a) hereof with respect to the Company and Navient CFC; but, if for any other reason Underwriters’ Securities are not delivered by or on behalf of the Company as provided herein, the Company and Navient CFC will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company, Navient CFC and Navient Corporation shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 6(a) and 9 hereof.

13.         In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

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All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company, Navient CFC or Navient Corporation shall be delivered or sent by mail, telex or facsimile transmission to:

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

Facsimile:      (877) 530-7538

Attention:     Christian Ameri

Navient Credit Finance Corporation

2001 Edmund Halley Drive

Reston, Virginia 20191

Facsimile:       (877) 530-7538

Attention:      Christian Ameri

Navient Corporation

300 Continental Drive

Newark, Delaware 19713

Facsimile:        (703) 984-5760

Attention:       Somsak Chivavibul

provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in the related Pricing Agreement.  Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14.         This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and  Navient CFC and, to the extent provided in Sections 2(h), 5(g), 6(b), 9, 11 and 12 hereof, Navient Corporation, the officers and directors of the Company, Navient CFC and Navient Corporation and each person who controls the Company, Navient CFC, Navient Corporation or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement.  No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15.         Time shall be of the essence of each Pricing Agreement.  As used herein, “business day” shall mean any day when banking institutions are open for business in New York City, New York.

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16.         This Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.  Each party hereby waives, to the fullest extent permitted by applicable law, any right that it may have to a trial by jury in respect of any proceeding related to this Agreement or the Notes.

17.         This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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If the foregoing is in accordance with your understanding, please sign and return to us ten counterparts hereof.

Very truly yours,

Navient Funding, LLC

By: /s/ Mark D. Rein_________________

      Name:  Mark D. Rein

      Title:    Vice President

Navient Credit Finance Corporation

By: /s/ Mark D. Rein_________________

Name:  Mark D. Rein

Title:    Vice President

Accepted and agreed with respect to Sections 2(h), 5(g), 6(b), 9, 11, 12 and 14 of this Agreement:

Navient Corporation

By: /s/ Stephen J. O’Connell                           

       Name: Stephen J. O’Connell

       Title:   Vice President and Treasurer

Accepted as of the date hereof:

J.P. MORGAN SECURITIES LLC

By:  /s/ Abide Kakou

Name: Abide Kakou

Title:   Vice President

RBC CAPITAL MARKETS, LLC

By: /s/ Martin Akguc

Name: Martin Akguc

Title:   Authorized Signatory

WELLS FARGO SECURITIES, LLC

By: /s/ Erin Walsh

Name: Erin Walsh

Title:   Vice President

ANNEX I

Pricing Agreement

______________________

c/o____________________

_______________________

_______________________

                                                                                                                     , 20_

Ladies and Gentlemen:

Navient Funding, LLC, a Delaware limited liability company (the “Company”), and Navient Credit Finance Corporation, a Delaware corporation (“Navient CFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated __________, 20__ (the “Underwriting Agreement”), between the Company, Navient CFC and Navient Corporation, on the one hand, and _____________ and _________________, on the other hand, that the Company will cause Navient Student Loan Trust 2015-1 (the “Trust”) formed pursuant to the Trust Agreement dated as of _______, 20__ between the Company and ________ as owner trustee (the “Owner Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”).  The Notes will be issued and secured pursuant to the Indenture, dated ___________ (the “Indenture”), between the Trust, the Eligible Lender Trustee and ____________, as trustee (the “Indenture Trustee”).

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement.  Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you.  Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

1

The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II.

During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and Navient CFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives.

Each Underwriter represents and agrees that:

(a) 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;

(b) 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; and

(c) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of any Notes to the public in that Relevant Member State other than, (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150,

2

natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require the Trust or the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive.  For the purposes of this paragraph (c), the expression “an offer of any Notes to the public” in relation to the Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable investors to decide to purchase or subscribe the Notes as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The Company represents and agrees that it has been informed of the existence of the FSA stabilizing guidance contained in Section MAR2, Ann 2G of the FSA Handbook (the Handbook of rules and guidance issued by the Financial Services Authority).

If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, Navient CFC and Navient Corporation.  It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, Navient CFC and Navient Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

Very truly yours,

Navient Funding, LLC

By: _________________________________

      Name:

      Title:

Navient Credit Finance Corporation

By: _________________________________

      Name:

      Title:

3

Accepted and agreed with respect to Sections 9, 11, 13 and 14 of the Underwriting Agreement:

Navient Corporation

By:_______________________________

Name:

Title:

4

Accepted as of the date hereof:

___________________

By: ____________________________________

Name:

Title:

___________________

By: _____________________________________

Name:

Title:

5

SCHEDULE I

                  Principal Amount of Designated Securities to be Purchased

      Underwriter        Class ___        Class ___        Class ___

SCHEDULE II

Title of each Class of Designated Securities:

Aggregate principal amount of each Class:

Price to Public of each Class:

Purchase Price by Underwriters of each Class:

Specified funds for payment of purchase price:

Indenture:

Maturity:

Interest Rate:

Form of Designated Securities:

Time of Delivery:

Closing location for delivery of Designated Securities:

Names and addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

ANNEX II(a)

The Underwriters: Outside Counsel Opinion

[Opinion to be issued, which will be substantially in the form provided for

Navient Student Loan Trust 2014-8]

ANNEX II(b)

The Company, Navient CFC and the Servicer: Internal Counsel Opinion

[Opinion to be issued, which will be substantially in the form provided for

Navient Student Loan Trust 2014-8]

ANNEX II(c)

The Company, Navient CFC and the Servicer:  Outside Counsel Opinion

[Opinion to be issued substantially in the form provided for

Navient Student Loan Trust 2014-8]

ANNEX II(d)

Owner Trustee:  Counsel Opinion

[Opinions to be issued substantially in the form provided for

Navient Student Loan Trust 2014-8]

ANNEX II(e)

Indenture Trustee and Eligible Lender Trustee:  Counsel Opinion

[Opinion to be issued substantially in the form provided for

Navient Student Loan Trust 2014-8]

ANNEX III

DELAYED DELIVERY CONTRACT

Navient Funding, LLC

c/o _______________________

__________________________

__________________________

Attention:      _______________                                                  

, 20__

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from Navient Funding, LLC(hereinafter called the "Company"), and the Company agrees to sell to the undersigned,

$.........

principal amount of the Company's ________ (hereinafter called the "Designated Securities"), offered by the Company's Prospectus, dated .............., 20.., as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of .....% of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below.

The undersigned will purchase the Designated Securities from the Company on .............., 20.. (the "Delivery Date") and interest on the Designated Securities so purchased will accrue from .............., 20...

[The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below:

	Principal	Date from Which
Delivery Date	Amount	Interest Accrues
....................., 20..	$.............	....................., 20..
....................., 20..	$.............	....................., 20..

Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date."(4)]

Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in .......... Clearing House funds at the office of .........., ........., .........., or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date.

The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject.  The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract.

[The undersigned understands that Underwriters (the "Underwriters") are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases].  Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith.

The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject.

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company's sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis.  If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below.  This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company.

Yours very truly,

________________________________________

By: _____________________________________

                      (Authorized Signature)

      Name:

      Title:

_________________________________________

                              (Address)

Accepted:     ________________________, 20__

Navient Funding, LLC

By: _______________________________

      Name:

      Title:

EX-1.2

Exhibit 1.2

Pricing Agreement

February 18, 2015

J.P. Morgan Securities LLC

383 Madison Avenue, 31st Floor

New York, New York 10179

RBC Capital Markets, LLC

200 Vesey Street, 8th Floor

New York, New York 10281

Wells Fargo Securities, LLC

550 S. Tryon Street

MAC D1086-051

Charlotte, North Carolina 28202

Ladies and Gentlemen:

Navient Funding, LLC, a Delaware limited liability company (the “Company”), and Navient Credit Finance Corporation, a Delaware corporation (“Navient CFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated February 17, 2015 (the “Underwriting Agreement”), between the Company, Navient CFC and Navient Corporation, on the one hand, and J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, with respect to the Designated Securities in Schedule I hereto, on the other hand, that the Company, (i) having caused the formation of the trust (the “Trust”) pursuant to a trust agreement, dated as of February 4, 2015 (the “Initial Trust Agreement”), between the Company and Wells Fargo Delaware Trust Company, N.A., as owner trustee, (the “Owner Trustee”) will cause the Initial Trust Agreement to be amended and restated by an Amended and Restated Trust Agreement, dated as of the Time of Delivery, among the Company, the Owner Trustee and the Indenture Trustee (defined below) and (ii) will issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”).  The Notes will be issued and secured pursuant to the Indenture, dated as of February 26, 2015 (the “Indenture”), among the Trust, Wells Fargo Bank, N.A., as eligible lender trustee (the “Eligible Lender Trustee”) and Wells Fargo Bank, N.A., as trustee (the “Indenture Trustee”).

Except as modified pursuant to Schedule II hereto, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus, the Pre-Pricing Disclosure Package and the Final Ratings FWP in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus, the Pre-Pricing Disclosure Package and the Final Ratings FWP, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus, the Pre-Pricing Disclosure Package and the Final Ratings FWP, as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement.  Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you.  Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form to be delivered to you is proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II.

During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Time of Delivery, the Company agrees, and Navient CFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell or contract to sell, or otherwise dispose of, securities substantially similar to the Designated Securities (other than the Designated Securities) evidencing an ownership in, or any securities (other than the related Notes) collateralized by, Student Loans, without the prior written consent of the Representatives.

2

Each Underwriter represents and agrees that:

(a) 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;

(b)  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; and

(c)  in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of any Notes to the public in that Relevant Member State other than, (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require the Trust or the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive.  For the purposes of this paragraph (c), the expression “an offer of any Notes to the public” in relation to the Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable investors to decide to purchase or subscribe the Notes as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

3

If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, Navient CFC and Navient Corporation.  It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, Navient CFC and Navient Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

Very truly yours,

Navient Funding, LLC

By: /s/ Mark D. Rein_________________

      Name:  Mark D. Rein

      Title:    Vice President

Navient Credit Finance Corporation

By: /s/ Mark D. Rein_________________

Name:  Mark D. Rein

Title:    Vice President

Accepted and agreed with respect to Sections 2(h), 5(g), 6(b), 9, 11, 12 and 14 of the Underwriting Agreement:

Navient Corporation

By: /s/ Stephen J. O’Connell

       Name: Stephen J. O’Connell

       Title:   Vice President and Treasurer

4

Accepted as of the date hereof:

J.P. MORGAN SECURITIES LLC

By: /s/ Abide Kakou

Name: Abide Kakou

Title:   Vice President

RBC CAPITAL MARKETS, LLC

By: /s/ Martin Akguc

Name: Martin Akguc

Title:   Authorized Signatory

WELLS FARGO SECURITIES, LLC

By: /s/ Steven J. Ellis

Name:  Steven J. Ellis

Title:    Managing Director

5

SCHEDULE I

Amount of Designated Securities to be Purchased

Underwriters	Class A-1	Class A-2	Class B
J.P. Morgan Securities LLC..	$96,208,000	$176,316,000	$7,476,000
RBC Capital Markets, LLC	$72,156,000	$132,237,000	$5,607,000
Wells Fargo Securities, LLC.	$72,156,000	$132,237,000	$5,607,000
Barclays Capital Inc.	$17,180,000	$31,485,000	$1,335,000
Credit Suisse Securities (USA) LLC.	$17,180,000	$31,485,000	$1,335,000
Deutsche Bank Securities Inc.	$17,180,000	$31,485,000	$1,335,000
Goldman, Sachs & Co.	$17,180,000	$31,485,000	$1,335,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.	$17,180,000	$31,485,000	$1,335,000
RBS Securities Inc..	$17,180,000	$31,485,000	$1,335,000
Total	$343,600,000	$629,700,000	$26,700,000

SCHEDULE I-1

SCHEDULE II

Title of each Class of Designated Securities:

Floating Rate Class A-1 Student Loan-Backed Notes

(for purposes of this Schedule II, “Class A-1”)

Floating Rate Class A-2 Student Loan-Backed Notes

(for purposes of this Schedule II, “Class A-2”)

Floating Rate Class B Student Loan-Backed Notes

(for purposes of this Schedule II, “Class B”)

Aggregate principal amount of each Class:

Class A-1: $343,600,000

Class A-2: $629,700,000

Class B: $26,700,000

Price to Public of each Class:

Class A-1: 100.00000%

Class A-2: 100.00000%

Class B:   92.69236%

Purchase Price by Underwriters of each Class:

Class A-1: 99.84000%

Class A-2: 99.75000%

Class B: 92.34236%

Specified Funds for Payment of Purchase Price:                                                                                     Immediately Available Funds

Indenture:       Indenture, dated as of February 26, 2015, among Wells Fargo Bank, N.A., as Indenture Trustee, the Navient Student Loan Trust 2015-1, and Wells Fargo Bank, N.A., as Eligible Lender Trustee.

Maturity:

                          Class A-1:              September 26, 2022

                          Class A-2:              April 25, 2040

                          Class B:                  July 25, 2052

SCHEDULE II-1

Interest Rate:

Class A-1: 2-month LIBOR*  plus 0.30%

Class A-2: 2-month LIBOR*  plus 0.60%

Class B: 2-month LIBOR*  plus 1.50%

*  As to initial Accrual Period; thereafter, One-month LIBOR.

Form of Designated Securities: Book-Entry (DTC, Clearstream, Luxembourg and/or Euroclear)

Time of Delivery: February 26, 2015

Closing location for delivery of Designated Securities:

Navient Solutions, Inc.

2001 Edmund Halley Drive

Reston, Virginia 20191

Names and addresses of Representatives:

J.P. Morgan Securities LLC

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention:     Benjamin Darnaby

Email:             benjamin.m.darnaby@jpmorgan.com

RBC Capital Markets, LLC

200 Vesey Street, 8th Floor

New York, New York 10281

Attention:     Martin Akguc

Email:             martin.akguc@rbccm.com

Wells Fargo Securities, LLC

550 S. Tryon Street

MAC D1086-051

Charlotte, North Carolina 28202

Attention:     Steven Ellis

Email:             steven.ellis2@wellsfargo.com

SCHEDULE II-2

EX-4.1

Exhibit 4.1

AMENDED AND RESTATED TRUST AGREEMENT

among

NAVIENT FUNDING, LLC,

as Depositor

WELLS FARGO DELAWARE TRUST COMPANY, N.A.,

as Owner Trustee

and

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as Indenture Trustee

acting as

Excess Distribution Certificate Paying Agent and Excess Distribution Certificate Registrar

Navient Student Loan Trust 2015-1

Dated as of February 26, 2015

TABLE OF CONTENTS

Page

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	2
SECTION 2.3	Purposes and Powers	2
SECTION 2.3A	Covenants of the Trust.	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	3
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	5
SECTION 3.3	The Excess Distribution Certificate	6
ARTICLE IV	ACTIONS BY OWNER TRUSTEE	11
SECTION 4.1	Prior Notice to the Excess Distribution Certificateholder With Respect to Certain Matters	11
SECTION 4.2	Action with Respect to Sale of the Trust Student Loans	11
SECTION 4.3	Action with Respect to Bankruptcy	11
SECTION 4.4	Restrictions	12
ARTICLE V	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	12
SECTION 5.1	Application of Trust Funds	12
SECTION 5.2	Method of Payment	12
SECTION 5.3	No Segregation of Moneys; No Interest	12
SECTION 5.4	Reports to the Excess Distribution Certificateholder, the Internal Revenue Service and Others	12

i

ARTICLE VI	AUTHORITY AND DUTIES OF OWNER TRUSTEE	13
SECTION 6.1	General Authority	13
SECTION 6.2	General Duties	13
SECTION 6.3	Action Upon Instruction	13
SECTION 6.4	No Duties Except as Specified in this Agreement or in Instructions	14
SECTION 6.5	No Action Except Under Specified Documents or Instructions	15
SECTION 6.6	Restrictions	15
ARTICLE VII	CONCERNING THE OWNER TRUSTEE	15
SECTION 7.1	Acceptance of Trusts and Duties	15
SECTION 7.2	[Reserved]	16
SECTION 7.3	Representations and Warranties of the Owner Trustee	16
SECTION 7.4	Reliance; Advice of Counsel	17
SECTION 7.5	Not Acting in Individual Capacity	17
SECTION 7.6	Owner Trustee Not Liable for Excess Distribution Certificate or Trust Student Loans	17
SECTION 7.7	Owner Trustee May Own Notes	18
SECTION 7.8	Delaware Trustee Duties of the Owner Trustee	18
ARTICLE VIII	COMPENSATION AND INDEMNITY OF THE OWNER TRUSTEE	19
SECTION 8.1	Owner Trustee’s Fees and Expenses	19
SECTION 8.2	Payments to the Owner Trustee	19
SECTION 8.3	Indemnity	19
ARTICLE IX	TERMINATION OF TRUST AGREEMENT	19
SECTION 9.1	Termination of Trust Agreement	19
ARTICLE X	SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES	20
SECTION 10.1	Eligibility Requirements for Owner Trustee	20
SECTION 10.2	Resignation or Removal of the Owner Trustee	20
SECTION 10.3	Successor Owner Trustee	21
SECTION 10.4	Merger or Consolidation of Owner Trustee	21
SECTION 10.5	Appointment of Co-Owner Trustee or Separate Owner Trustee	22
ARTICLE XI	MISCELLANEOUS	23

ii

SECTION 11.1	Supplements and Amendments	23
SECTION 11.2	No Legal Title to Trust Estate in the Excess Distribution Certificateholder	24
SECTION 11.3	Limitations on Rights of Others	24
SECTION 11.4	Notices	24
SECTION 11.5	Severability	25
SECTION 11.6	Separate Counterparts	25
SECTION 11.7	Successors and Assigns	25
SECTION 11.8	No Petition	25
SECTION 11.9	No Recourse	26
SECTION 11.10	Headings	26
SECTION 11.11	Governing Law	26
SECTION 11.12	Waiver of Jury Trial	26
ARTICLE XII	COMPLIANCE WITH REGULATION AB	26
SECTION 12.1	Intent of the Parties; Reasonableness	26
Exhibit A	Form of Excess Distribution 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)

iii

AMENDED AND RESTATED TRUST AGREEMENT dated as of February 26, 2015, among NAVIENT FUNDING, LLC, a Delaware limited liability company, as the Depositor, WELLS FARGO DELAWARE TRUST COMPANY, N.A., a national banking association, as owner trustee (the “Owner Trustee”), and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as the indenture trustee (the “Indenture Trustee”), acting as the Excess Distribution Certificate Paying Agent and Excess Distribution Certificate Registrar hereunder.

WITNESSETH:

WHEREAS, the Depositor and the Owner Trustee are parties to the trust agreement dated as of February 4, 2015 (the “Short-Form Trust Agreement”) pursuant to which a trust known as “Navient Student Loan Trust 2015-1” was established on February 4, 2015; and

WHEREAS, the Depositor, the Indenture Trustee and the Owner Trustee desire to amend and restate the Short-Form Trust Agreement upon the terms and conditions set forth herein as follows.

NOW, THEREFORE, the Depositor, the Owner Trustee and the Indenture Trustee, acting as Excess Distribution Certificate Paying Agent and the Excess Distribution Certificate Registrar, hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.1      Definitions and Usage.  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, dated as of February 26, 2015 (the “Indenture”), among Navient Student Loan Trust 2015-1 (the “Trust”), Wells Fargo Bank, N.A., not in its individual capacity but solely as eligible lender trustee (the “Eligible Lender Trustee”), and the Indenture Trustee, as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

ARTICLE II

Organization

SECTION 2.1      Creation of Trust; Name.  There is hereby created a Trust which shall be located in the State of Delaware, and which shall be known as “Navient Student Loan Trust 2015-1”, in which name the Owner Trustee may conduct the functions of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.  The Trust shall constitute a statutory trust within the meaning of Section 3801(a) of the Delaware Statutory Trust Act for which the Owner Trustee has filed or has caused to be filed a certificate of trust with the Secretary of State of the State of Delaware pursuant to Section 3810(a) of the Delaware Statutory Trust Act.

SECTION 2.2      Office.  The office of the Trust shall be in care of the Owner Trustee at its Corporate Trust Office referred to in Section 3.2 or at such other address as the Owner Trustee may designate by written notice to the Depositor.

SECTION 2.3      Purposes and Powers.  The purpose of the Trust is to engage in the following activities:

(i)           to issue the Notes pursuant to the Indenture and the Excess Distribution Certificate pursuant to this Agreement and to sell the Notes in one or more transactions;

(ii)           with the proceeds received from the sale of the Notes, (A) to fund the Reserve Account pursuant to Section 2.9 of the Administration Agreement, (B) to fund the Supplemental Purchase Account pursuant to Section 2.10(d) of the Administration Agreement, to fund the Borrower Benefit Account, if any, pursuant to Section 2.10(f) of the Administration Agreement and to fund the Floor Income Rebate Account, if any, pursuant to Section 2.10(g) of the Administration Agreement, (C) to make the Collection Account Initial Deposit pursuant to Section 2.10(c) of the Administration Agreement and (D) to purchase (x) the Initial Trust Student Loans on the Closing Date and (y) any Additional Trust Student Loans during the Supplemental Purchase Period (with respect to which legal title will vest in the Eligible Lender Trustee on behalf of the Trust and beneficial ownership will be the property of the Trust);

(iii)           to Grant the Trust Estate to the Indenture Trustee pursuant to the Indenture, and to hold, manage and distribute to the Excess Distribution Certificateholder pursuant to the terms of this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

(iv)           to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party;

(v)           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; and

(vi)           subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Noteholders and the others specified in Sections 2.7 and 2.8of the Administration Agreement.

The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.  The Trust is not intended to be a “business trust” for purposes of the United States Bankruptcy Code.

SECTION 2.3A Covenants of the Trust.   The Trust covenants and agrees to the following:

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(a)           To maintain books and records separate from any other person or entity;

(b)            To maintain its accounts separate from those of any other person or entity, except as permitted by the Trust Agreement or any other Basic Document;

(c)           Not to commingle assets with those of any other entity, except as permitted by the 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 the 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.

SECTION 2.4      Appointment of Owner Trustee.  The Depositor hereby affirms the appointment of the Owner Trustee as trustee of the Trust, effective as of the date of the Short-Form Trust Agreement.  The Owner Trustee shall have all the rights, powers and duties set forth herein, including for the purpose of satisfying Section 3807(a) of the Delaware Statutory Trust Act, and the Owner Trustee hereby accepts such continued appointment.

SECTION 2.5      Initial Capital Contribution of Trust Estate. The Depositor contributed, assigned, transferred, conveyed and set over to the Owner Trustee, prior to the date hereof, the sum of $100.00. The Owner Trustee hereby acknowledges receipt in trust from the Depositor of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.  The Depositor shall pay the organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

SECTION 2.6      Declaration of Trust.  The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Excess Distribution Certificateholder, subject to the obligations of the Trust under the other Basic Documents.  It is the intention of the parties hereto that the Trust constitute a statutory trust under Delaware law and that this Agreement constitute the governing instrument of such trust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Trust.

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SECTION 2.7      Liability of the Excess Distribution Certificateholder.  No Excess Distribution Certificateholder (in such capacity) shall have any personal liability for any liability or obligation of the Trust.

SECTION 2.8      Title to Trust Property.  Legal title to all of the Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be; provided that legal title to the Trust Student Loans shall be vested at all times in the Eligible Lender Trustee on behalf of the Trust.

SECTION 2.9      Representations, Warranties and Covenants of the Depositor.  The Depositor hereby represents, warrants and covenants to the Indenture Trustee and the Owner Trustee as follows:

(a)           The Depositor 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.

(b)           The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

(c)           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.

(d)           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 Operating Agreement 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 pursuant to the Basic Documents); nor violate any law or, to the Depositor’s knowledge, 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.

(e)           The Depositor agrees, for the benefit of the Noteholders and the Excess Distribution Certificateholder, that it will comply with each of the requirements set forth in the Certificate of Formation and its Operating Agreement.

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(f)           The Depositor shall make available to the Eligible Lender Trustee (i) as soon as possible, and in any event within the time period allowed by the Commission to file such financials after the end of each fiscal year of the Depositor (or an affiliate), audited financials of the Depositor (or an affiliate) as at the end of and for such year and (ii) as soon as possible, and in any event within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Depositor (or an affiliate), unaudited financials of the Depositor (or an affiliate) as at the end of and for such period.

(g)           The Depositor shall make available to the Eligible Lender Trustee, as soon as possible after the delivery to the Department, a copy of the annual compliance audit of Navient Solutions, Inc. (or an affiliate), as required by Section 428(b)(1)(U) of the Higher Education Act.

(h)           The Depositor shall deliver to the Eligible Lender Trustee, on an annual basis, promptly after receipt thereof, copies of a SAS 70 report for Navient Solutions, Inc.

(i)           The Depositor shall promptly deliver to the Eligible Lender Trustee a copy of any program review audit that Navient Solutions, Inc. (or its affiliates) shall receive from the Department.

(j)           The Depositor shall deliver to the Eligible Lender Trustee, on a quarterly basis, evidence of payment of any FFEL Lenders’ Interest & Special Allowance (LaRS) payments paid to the Department in connection with the Trust Student Loans.

SECTION 2.10      [Reserved].

SECTION 2.11      Authorization of the Administrator.  The Administrator is authorized and directed to execute on behalf of the Issuer, and, after execution, to file with the Commission, all documents and forms required to be filed in accordance with applicable law or the rules and regulations prescribed by the Commission.

ARTICLE III

Beneficial Ownership and

Excess Distribution Certificate

SECTION 3.1      Initial Beneficial Ownership.  Upon the formation of the Trust by the contribution by the Depositor described in Section 2.5 and until the issuance of the Excess Distribution Certificate, the Depositor shall be the sole beneficial owner of the Trust.

SECTION 3.2      Corporate Trust Office. The Owner Trustee initially designates 919 North Market Street, Suite 1600, Wilmington, Delaware 19801 as its principal Corporate Trust Office, at which it shall act as trustee of the Trust.  The Excess Distribution Certificate Registrar’s New York office and its authenticating agent’s office are located at:

Wells Fargo Bank, N.A.

625 Marquette Avenue

Minneapolis, Minnesota 55402

Attention: Asset Backed Securities Department or

Wells Fargo Bank, N.A., Asset Backed Securities Department

c/o DTC New York Window

55 Water Street, 3rd Floor

New York, NY 10041

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SECTION 3.3      The Excess Distribution Certificate.

(a)           General.  The Excess Distribution Certificate shall be issued in one or more registered, definitive physical certificates substantially in the form of Exhibit A hereto, in minimum percentage interests of at least 10% and integral multiples of 10% in excess thereof.  The Excess Distribution Certificate shall receive payments as provided in Sections 2.8(k) and 2.9(f), as applicable, of the Administration Agreement.  The Excess Distribution Certificate shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee.  An Excess Distribution Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Excess Distribution Certificate or did not hold such offices at the date of authentication and delivery of such Excess Distribution Certificate.

(b)           Authentication.  As part of the consideration for the purchase of the Trust Student Loans pursuant to the Sale Agreement, the Owner Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement), signed by its president or any vice president, without further action by the Depositor.  For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder.  No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee (or Wells Fargo Bank, N.A., as the Owner Trustee’s authenticating agent) by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder.  The Excess Distribution Certificate shall be dated the date of its authentication.  No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

(c)           Registration of Transfer and Exchange.  The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Excess Distribution Certificate Registrar shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Wells Fargo Bank, N.A. shall be the initial Excess Distribution Certificate Registrar.

Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Owner Trustee shall execute, authenticate and deliver (or shall cause Wells Fargo Bank, N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution

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Certificate dated the date of authentication by the Owner Trustee or its authenticating agent.  At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below.

An Excess Distribution Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.  An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Excess Distribution Certificate Registrar in accordance with its customary practice.

No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Owner Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Excess Distribution Certificate.

The preceding provisions of this Section notwithstanding, the Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate.

The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan, (ii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (ii) above.  By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

(d)           Mutilated, Destroyed, Lost or Stolen Excess Distribution Certificate.  If (1) a mutilated Excess Distribution Certificate shall be surrendered to the Excess Distribution Certificate Registrar, or if the Excess Distribution Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of the Excess Distribution Certificate, and (2) there shall be delivered to the Excess Distribution Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them and the Trust harmless, then in the absence of notice that such Excess Distribution Certificate shall have been acquired by a bona fide purchaser, the Owner Trustee, on behalf of the Trust, shall execute and the Owner Trustee shall authenticate and deliver (or shall cause Wells Fargo Bank, N.A. as its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated,

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destroyed, lost or stolen Excess Distribution Certificate, a new Excess Distribution Certificate of like tenor.  In connection with the issuance of any new Excess Distribution Certificate under this Section, the Owner Trustee and the Excess Distribution Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Excess Distribution Certificate issued pursuant to this paragraph shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Excess Distribution Certificate shall be found at any time.

(e)           Persons Deemed Owners.  Prior to due presentation of the Excess Distribution Certificate for registration of transfer, the Owner Trustee and the Excess Distribution Certificate Registrar and any agent of either of them may treat the Person in whose name the Excess Distribution Certificate shall be registered in the Excess Distribution Certificate Register as the owner of such Excess Distribution Certificate for the purpose of receiving distributions thereon and for all other purposes whatsoever, and neither the Owner Trustee, the Excess Distribution Certificate Registrar nor any agent thereof shall be bound by any notice to the contrary.

(f)           Maintenance of Office or Agency.  The Excess Distribution Certificate Registrar shall maintain in the Borough of Manhattan, The City of New York, an office or offices or agency or agencies where the Excess Distribution Certificate may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Excess Distribution Certificate Registrar in respect of the Excess Distribution Certificate may be served.

(g)           Appointment of Excess Distribution Certificate Paying Agent.  The Excess Distribution Certificate Paying Agent shall make distributions to the Excess Distribution Certificateholder from the amounts received from the Indenture Trustee pursuant to Sections 2.8(k) and 2.9(f) of the Administration Agreement and shall report the amounts of such distributions to the Indenture Trustee (if the Excess Distribution Certificate Paying Agent is not the Indenture Trustee).  Any Excess Distribution Certificate Paying Agent shall have the revocable power to receive such funds from the Indenture Trustee for the purpose of making the distributions referred to above.  The Owner Trustee may revoke such power and remove the Excess Distribution Certificate Paying Agent if the Owner Trustee determines in its sole discretion that the Excess Distribution Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect.  The Excess Distribution Certificate Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Owner Trustee and consented to by the Administrator (which consent shall not be unreasonably withheld).  The Indenture Trustee shall be permitted to resign as Excess Distribution Certificate Paying Agent upon 30 days’ written notice to the Owner Trustee.  In the event that the Indenture Trustee shall no longer be the Excess Distribution Certificate Paying Agent, the Owner Trustee (at the written direction of the Administrator) shall appoint a successor to act as Excess Distribution Certificate Paying Agent (which shall be a bank or trust company).  The Owner Trustee shall cause such successor Excess Distribution Certificate Paying Agent or any additional Excess Distribution Certificate Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Excess Distribution Certificate Paying Agent or additional Excess Distribution Certificate Paying Agent shall agree with the Owner Trustee that as Excess Distribution Certificate Paying Agent, such successor Excess Distribution Certificate Paying Agent or additional Excess Distribution

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Certificate Paying Agent will hold all sums, if any, held by it for payment to the Excess Distribution Certificateholder in trust for the benefit of such holder until such sums shall be paid to such holder.  The Excess Distribution Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of an Excess Distribution Certificate Paying Agent such Excess Distribution Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee.  The provisions of Articles VI and VIII of the Indenture shall apply to the Indenture Trustee also in its role as Excess Distribution Certificate Paying Agent, for so long as the Indenture Trustee shall act as Excess Distribution Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder.  Any reference in this Agreement to the Excess Distribution Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

(h)           Restrictions on Transfer of the Excess Distribution Certificate.

(i)           The Excess Distribution Certificate may be transferred to any Affiliate of the Depositor, without any requirement to provide any officer’s certificates or legal opinions that would otherwise be required if such proposed transfer was being made to a Person who is not an Affiliate of the Depositor; provided that, after the date hereof, upon the request of the Administrator, any such proposed transferee of the Excess Distribution Certificate that is an Affiliate of the Depositor shall provide to the Administrator an opinion of counsel to the effect that if such Affiliate were to become a debtor in a case under the United States Bankruptcy Code, a federal court with jurisdiction over such bankruptcy case, exercising reasonable judgment after full consideration of all relevant factors, would not order the substantive consolidation of the assets and liabilities of the Trust with those of such Affiliate.

(ii)           Except as provided above, the Excess Distribution Certificate shall not be sold, pledged, transferred or assigned except as provided below:

(A)           The Excess Distribution Certificate has not been registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law.  No transfer, sale, pledge or other disposition of the Excess Distribution Certificate or any interest therein shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  In the event that a transfer is to be made without registration or qualification, the Owner Trustee shall require, in order to assure compliance with such laws, that the prospective transferor and transferee each certify to the Owner Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor, in writing, the facts surrounding the transfer.  Such certifications shall be substantially in the forms of ExhibitC hereto and ExhibitD-1 or D-2 hereto, as applicable.  In the event that such a transfer is to be made within two years from the date of the initial issuance of the Excess Distribution Certificate pursuant hereto (other than a transfer as to which the proposed transferee has provided a certificate in the form of Exhibit D-2), the Owner Trustee in its sole discretion, may require that there shall also be delivered to the Owner Trustee, the Excess Distribution Certificate Registrar, the Administrator, or, if it is not the proposed

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transferor, the Depositor, at the expense of the transferor, an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and such state securities laws.  Any such opinion of counsel shall not be an expense of the Owner Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor.  None of the Depositor, the Administrator, the Excess Distribution Certificate Registrar or the Owner Trustee is obligated to register or qualify the Excess Distribution Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of the Excess Distribution Certificate without registration or qualification.  Any such Excess Distribution Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Owner Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor, against any liability that may result if the transfer is not so exempt or is made in accordance with such applicable federal and state laws.

(B)           No transfer of the Excess Distribution Certificate will be registered by the Owner Trustee or the Excess Distribution Certificate Registrar unless the Owner Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor receives a representation from the proposed transferee of the Excess Distribution Certificate, substantially in the form of Exhibit D-1 or D-2, as the case may be, that such transferee is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the restrictions set forth in the final paragraph of Section 3.3(c) above.  If any proposed transferee shall become an Excess Distribution Certificateholder in violation of these provisions, then the last preceding permitted transferee shall be restored, to the extent permitted by law, to all rights as Excess Distribution Certificateholder, retroactive to the date of registration of such transfer of the Excess Distribution Certificate.  Neither the Owner Trustee nor the Excess Distribution Certificate Registrar shall have any liability to any person for any registration or transfer of the Excess Distribution Certificate that is not permitted or for making any payments due on the Excess Distribution Certificate to the holder thereof or for taking any action with respect to such holder under this Agreement.  Any proposed transferee who becomes an Excess Distribution Certificateholder shall agree to indemnify the Owner Trustee, the Excess Distribution Certificate Registrar, the Administrator, and, if it is not the proposed transferor, the Depositor, against any loss, damage or penalty incurred as a result of the transfer of the Excess Distribution Certificate to such proposed transferee in violation of such restrictions.

(C)           The prospective transferee shall be aware that the Excess Distribution Certificate shall bear legends referring to the restrictions contained in sub-clauses (A) and (B) above and by its acceptance of an Excess Distribution Certificate agrees to abide by such restrictions.

(D)           The prospective transferee shall deliver an opinion of counsel addressed to the Owner Trustee, the Administrator, and, if it is not the proposed transferor, the Depositor, to the effect that, (1) as a matter of federal income tax law, such prospective transferee is permitted to accept the transfer of the Excess Distribution Certificate, (2) such transfer or pledge would not jeopardize the tax treatment of the

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Trust, (3) such transfer or pledge would not subject the Trust to any entity-level tax, (4) such transfer or pledge would not jeopardize the status of the Notes as debt for all purposes, and (5) such pledge or transfer would not cause the Trust to be treated, for federal income tax purposes, as an association or a publicly traded partnership taxable as a corporation.

(E)           No pledge or transfer of the Excess Distribution Certificate shall be effective unless such purchase or transfer is to a single beneficial owner.

(iii)           Any Excess Distribution Certificateholder, as evidenced by its agreement to accept the rights conferred under the Excess Distribution Certificate, is hereby deemed to accept and succeed to all obligations of the Depositor under this Agreement.

ARTICLE IV

Actions by Owner Trustee

SECTION 4.1      Prior Notice to the Excess Distribution Certificateholder With Respect to Certain Matters.  With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Excess Distribution Certificateholder and each of the Rating Agencies then rating the Notes in writing of the proposed action and the Excess Distribution Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th calendar day after such notice is given that it has withheld consent or provided alternative direction:

(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; or

(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.

SECTION 4.2      Action with Respect to Sale of the Trust Student Loans.  The Owner Trustee shall not have the power, except upon the written direction of the Excess Distribution Certificateholder and except as expressly provided in the Basic Documents, to sell the Trust Student Loans after the payment in full of the Notes.

SECTION 4.3      Action with Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Excess Distribution Certificateholder and the delivery to the Owner Trustee by the Excess Distribution Certificateholder of a certificate certifying that the Excess Distribution Certificateholder reasonably believes that the Trust is insolvent; provided, however, that nothing herein shall be deemed to prohibit the Owner Trustee from filing a claim in, or otherwise participating in, any bankruptcy proceeding filed against the Trust.

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SECTION 4.4      Restrictions.  Neither the Depositor nor the Excess Distribution Certificateholder shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to Section 2.3 nor shall the Owner Trustee be permitted to follow any such direction, if given.

ARTICLE V

Application of Trust Funds; Certain Duties

SECTION 5.1      Application of Trust Funds.

(a)           On each Distribution Date, the Excess Distribution Certificate Paying Agent shall distribute to the Excess Distribution Certificateholder any amounts payable in respect of the Excess Distribution Certificate in accordance with the Administration Agreement.

(b)           In the event that any withholding tax is imposed on the Trust’s payment to the Excess Distribution Certificateholder, such tax shall reduce the amount otherwise distributable on the Excess Distribution Certificate.

SECTION 5.2      Method of Payment.  Distributions required to be made to the Excess Distribution Certificateholder on any Distribution Date shall be made to the holder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such holder at a bank or other entity having appropriate facilities therefor, if such holder shall have provided to the Excess Distribution Certificate Registrar appropriate written instructions signed by two authorized officers, if any, at least five Business Days prior to such Distribution Date, or, if not, by check mailed to such holder at the address of such holder appearing in the Excess Distribution Certificate Register.

SECTION 5.3      No Segregation of Moneys; No Interest.  Subject to Section 5.1, moneys received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.

SECTION 5.4      Reports to the Excess Distribution Certificateholder, the Internal Revenue Service and Others.  The Owner Trustee shall provide (or cause to be provided) any reports or other information required to be provided to the Excess Distribution Certificateholder pursuant to the Code, the regulations promulgated thereunder or other applicable law.  In addition, the Owner Trustee shall provide (or cause to be provided) any information concerning the Excess Distribution Certificate to the Internal Revenue Service or other taxing authority as required under the Code, the regulations promulgated thereunder or other applicable law. The Owner Trustee shall be entitled to hire an independent accounting firm to perform the functions described in this Section 5.4, the reasonable fees and expenses of which shall be paid by the Depositor.

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ARTICLE VI

Authority and Duties of Owner Trustee

SECTION 6.1      General Authority.  The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in each case, in such form as the Depositor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof, and, on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver Notes in the aggregate principal amount of $1,000,000,000.  The Eligible Lender Trustee is also authorized and directed on behalf of the Trust to acquire all Trust Student Loans to be sold by the Depositor, with beneficial ownership to be held by the Trust.

In addition to the foregoing, the Owner Trustee is hereby authorized to take all actions required of the Trust pursuant to the Basic Documents.  The Owner Trustee is further authorized from time to time to take such action as the Administrator directs or instructs, in writing, with respect to the Basic Documents and is directed to take such action to the extent that the Administrator is expressly required pursuant to the Basic Documents to cause the Owner Trustee to act.

SECTION 6.2      General Duties.  It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the other Basic Documents to which the Trust is a party and to administer the Trust in the interest of the Noteholders and the Excess Distribution Certificateholder subject to and in accordance with the provisions of this Agreement and the other Basic Documents.  Without limiting the foregoing, the Owner Trustee shall on behalf of the Trust file and prove any claim or claims that may exist on behalf of the Trust against the Depositor in connection with any claims paying procedure as part of an insolvency or a receivership proceeding involving the Depositor.  Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.  Except as expressly provided in the Basic Documents, the Owner Trustee shall have no obligation to administer, service or collect the Trust Student Loans or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Trust Student Loans, provided that in the event of an Administrator Default, the Owner Trustee shall be responsible to undertake the actions specifically required of the Owner Trustee pursuant to (i) Sections 5.1(d), 5.3, 6.1(c) and 8.5(d) of the Administration Agreement and (ii) Sections 3.5(A), 3.11(A), 5.1 and 6.1 of the Servicing Agreement.

SECTION 6.3      Action Upon Instruction.

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(a)           [Reserved].

(b)           The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof, any other Basic Document or is otherwise contrary to law.

(c)           Whenever the Owner Trustee is unable to determine the appropriate course of action between alternative courses and actions permitted or required by the terms of this Agreement or under any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Depositor requiring instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Depositor received, the Owner Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, the other Basic Documents, as it shall deem to be in the best interests of the Excess Distribution Certificateholder, and shall have no liability to any Person for such action or inaction.

(d)           In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement, any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Depositor requesting written instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such written instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person.  If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interest of the Excess Distribution Certificateholder, and shall have no liability to any Person for such action or inaction.

SECTION 6.4      No Duties Except as Specified in this Agreement or in Instructions.  The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.3; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or

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to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Agreement or any other Basic Document.  The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Trust Estate that result from actions by, or claims against, Wells Fargo Delaware Trust Company, N.A., in its individual capacity or as the Owner Trustee that are not related to the ownership or the administration of the Trust Estate.

SECTION 6.5      No Action Except Under Specified Documents or Instructions.  The Owner Trustee shall not otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the other Basic Documents to which it is a party and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3.

SECTION 6.6      Restrictions.  The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.3 or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for federal income tax purposes.  Neither the Depositor nor the Excess Distribution Certificateholder shall direct the Owner Trustee to take action that would violate the provisions of this Section.

ARTICLE VII

Concerning the Owner Trustee

SECTION 7.1      Acceptance of Trusts and Duties.  The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement.  The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement and the other Basic Documents.  The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a)           the Owner Trustee shall not be liable for any error of judgment, except for such error resulting from willful misconduct or negligence as set forth in the preceding paragraph, made by an Authorized Officer of the Owner Trustee;

(b)           the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator, the Depositor or the Excess Distribution Certificateholder;

(c)           no provision of this Agreement or any other Basic Document shall require the Owner 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 any other Basic Document, if the Owner 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;

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(d)           under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;

(e)           the Owner 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 Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Owner Trustee) the certificate of authentication on the Excess Distribution Certificate, and the Owner Trustee shall not in any event assume or incur any liability, duty, or obligation to any Noteholder or the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents;

(f)           the Owner Trustee shall not be liable for, and shall have no duty to supervise or monitor, the action or inaction, default or misconduct of the Administrator, the Depositor, the Indenture Trustee, the Servicer under any of the other Basic Documents or otherwise, and the Owner Trustee shall not have any obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Servicing Agreement;

(g)           the Owner Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement, any other Basic Document, at the request, order or direction of the Depositor or the Excess Distribution Certificateholder, unless the Depositor or such holder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby.  The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;

(h)           in no event shall the Owner Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; and

(i)           in no event shall the Owner Trustee be responsible or liable for any special, indirect or consequential loss or damage of any kind whatsoever irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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SECTION 7.2      [Reserved].

SECTION 7.3      Representations and Warranties of the Owner Trustee.  The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Noteholders, and the Excess Distribution Certificateholder, that:

(a)           It is duly organized and validly existing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b)           It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c)           Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.

SECTION 7.4      Reliance; Advice of Counsel.

(a)           The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, direction, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)           In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel and accountants to be selected with reasonable care and employed by it.  The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel or accountants and not contrary to this Agreement or any other Basic Document.

SECTION 7.5      Not Acting in Individual Capacity.  Except as provided in this Article VII, in accepting the trusts hereby created, Wells Fargo Delaware Trust Company, N.A. is acting solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Trust Estate for payment or satisfaction thereof.

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SECTION 7.6      Owner Trustee Not Liable for Excess Distribution Certificate or Trust Student Loans.  The recitals contained herein and in the Excess Distribution Certificate (other than the signature of and authentication by the Owner Trustee on the Excess Distribution Certificate) shall be taken as the statements of the Depositor and the Owner Trustee assumes no responsibility for the correctness thereof.  The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, the Excess Distribution Certificate, or any other Basic Document (other than the signature of and authentication by the Owner Trustee on the Excess Distribution Certificate), or the Notes, or of any Trust Student Loan or related documents.  The Owner Trustee shall not at any time have any responsibility or liability for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Excess Distribution Certificateholder under this Agreement or the Noteholders, under the Indenture, including the existence and contents of any computer or other record of any Trust Student Loan; the validity of the assignment of any Trust Student Loan to the Eligible Lender Trustee on behalf of the Trust; the completeness of any Trust Student Loan; the performance or enforcement (except as expressly set forth in any Basic Document) of any Trust Student Loan; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

SECTION 7.7      Owner Trustee May Own Notes.  The Owner Trustee, individually or in any other capacity, may become the owner or pledgee of Notes and may deal with the Depositor, the Excess Distribution Certificateholder, the Administrator, the Indenture Trustee or the Servicer in banking transactions with the same rights as it would have if it were not the Owner Trustee.

SECTION 7.8      Delaware Trustee Duties of the Owner Trustee.   The Owner Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the purpose of satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust Act that the Trust have at least one trustee with a principal place of business in Delaware.  The duties of the Owner Trustee shall include (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware which the Owner Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act.  To the extent that, at law or in equity, the Owner Trustee has duties (including fiduciary duties) and liabilities relating thereto with respect to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities will be replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Section 7.8.

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ARTICLE VIII

Compensation and Indemnity of the Owner Trustee

SECTION 8.1      Owner Trustee’s Fees and Expenses.  The Owner Trustee shall receive as compensation for its services hereunder such fees, if any, as have been separately agreed upon before the date hereof between the Depositor and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Administrator, to the extent provided in such separate agreement, for their other reasonable expenses (including the reasonable fees and expenses of counsel and independent accountants) hereunder.

SECTION 8.2      Payments to the Owner Trustee.  Any amounts paid to the Owner Trustee pursuant to Section 8.1 hereof or pursuant to Section 9 of the Sale Agreement, Section 4.2 of the Administration Agreement or Section 4.2 of the Servicing Agreement shall be deemed not to be a part of the Trust Estate immediately after such payment.

SECTION 8.3      Indemnity.  The Depositor shall cause the Administrator to indemnify the Owner Trustee in its individual capacity and any of its officer, directors, employees and agents as and to the extent provided for in Section 4.2 of the Administration Agreement.

ARTICLE IX

Termination of Trust Agreement

SECTION 9.1      Termination of Trust Agreement.

(a)           This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect upon (1) the final distribution by the Excess Distribution Certificate Paying Agent of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Administration Agreement and Article V hereof and (2) the filing of the certificate of cancellation by the Owner Trustee pursuant to Section 9.1(c) below.  The bankruptcy, liquidation, dissolution, death or incapacity of the Excess Distribution Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such holder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)           Except as provided in Section 9.1(a), none of the Depositor, any Noteholder or the Excess Distribution Certificateholder shall be entitled to revoke or terminate the Trust.

(c)           Upon final distribution of any funds remaining in the Trust, the Owner Trustee shall execute and file a certificate of cancellation (to be prepared by the Administrator) of the Trust’s certificate of trust pursuant to Section 3810(c) of the Delaware Statutory Trust Act.

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ARTICLE X

Successor Owner Trustees and

Additional Owner Trustees

SECTION 10.1      Eligibility Requirements for Owner Trustee.  The Owner Trustee shall at all times be a corporation (i) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal or state authorities; (ii) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) by each of the Rating Agencies then rating the Notes (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency then rating the Notes, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Owner Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes); and (iii) satisfying the provisions of Section 3807(a) of the Delaware Statutory Trust Act.  If the Owner Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Owner Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

SECTION 10.2      Resignation or Removal of the Owner Trustee.  The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator.  Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee.  If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Owner Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.

If at any time the Owner Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time an Insolvency Event with respect to the Owner Trustee shall have occurred and be continuing, then the Administrator may remove the Owner Trustee.  If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and payment of all fees owed to the outgoing Owner Trustee.

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Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3, payment of all fees and expenses owed to the outgoing Owner Trustee and the filing of a certificate of amendment to the Trust’s certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Trust Act.  The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies then rating the Notes.

SECTION 10.3      Successor Owner Trustee.  Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents, statements, moneys and properties held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee to the Excess Distribution Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies then rating the Notes.  If the Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

SECTION 10.4      Merger or Consolidation of Owner Trustee.  Any corporation or association into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation or association succeeding to all or substantially all the corporate trust business of the Owner Trustee shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Owner Trustee hereunder; provided that such corporation or association shall be eligible pursuant to Section 10.1; and provided further that the Owner Trustee shall mail notice of such merger or consolidation to the Rating Agencies then rating the Notes not less than 15 days prior to the effective date thereof and the Owner Trustee shall file an amendment to the Certificate of Trust as required under the Delaware Statutory Trust Act.

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SECTION 10.5      Appointment of Co-Owner Trustee or Separate Owner Trustee.  Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable.  If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to clauses (iv), (v) and (vi) of Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)           all rights, powers, duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, solely at the written direction of the Owner Trustee;

(ii)           no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii)           the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

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Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE XI

Miscellaneous

SECTION 11.1      Supplements and Amendments.  This Agreement may be amended by the Owner Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus.

This Agreement may also be amended from time to time by the Owner Trustee and the Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, with the consent of (i) the Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment, without the consent of all of the Noteholders representing 100% of the Outstanding Amount of such class of Notes.

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

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Prior to the execution of any amendment to this Agreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied.  The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

SECTION 11.2      No Legal Title to Trust Estate in the Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall not have legal title to any part of the Trust Estate. The Excess Distribution Certificateholder shall be entitled to receive distributions with respect to its undivided beneficial ownership interest therein only in accordance with Section 3.3 of this Agreement.  No transfer, by operation of law or otherwise, of any right, title, or interest of the Excess Distribution Certificateholder to and in its beneficial ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

SECTION 11.3      Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Excess Distribution Certificateholder, the Administrator and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under this Agreement or any covenants, conditions or provisions contained herein.

SECTION 11.4      Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee),

(a)           if to the Owner Trustee, addressed to its Corporate Trust Office;

(b)           if to the Depositor, addressed to Navient Funding, LLC, 2001 Edmund Halley Drive, Reston, Virginia 20191; or

(c)           as to each party, at such other address as shall be designated by such party in a written notice to each other party.

SECTION 11.5      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 11.6      Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

-24-

SECTION 11.7      Successors and Assigns.  All covenants and agreements contained herein shall be binding upon and inure to the benefit of, the Depositor and its successors, the Owner Trustee and its successors, each Excess Distribution Certificateholder and its successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent, waiver or other instrument or action by a Noteholder or the Excess Distribution Certificateholder shall bind the successors and assigns of such holder.

SECTION 11.8      No Petition.

(a)           Neither the Depositor, nor any other Excess Distribution Certificateholder (as evidenced by acceptance of its Excess Distribution Certificate) will institute against the Trust, at any time, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Excess Distribution Certificate, the Notes, this Agreement or any of the other Basic Documents.  The foregoing shall not limit the rights of the Depositor, nor any Excess Distribution Certificateholder to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Trust by a Person other than the Depositor or such other Excess Distribution Certificateholder.

(b)           The Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement, the Excess Distribution Certificateholder by accepting the Excess Distribution Certificate, and the Indenture Trustee and each Noteholder by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the other Basic Documents.  The foregoing shall not limit the rights of the Indenture Trustee or the Owner Trustee, respectively, to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Indenture Trustee or the Owner Trustee, respectively.

SECTION 11.9      No Recourse.  Each Excess Distribution Certificateholder, by accepting its Excess Distribution Certificate, acknowledges that such holder’s certificate represents beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee or any Affiliate thereof or any officer, director or employee of any thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Excess Distribution Certificate or the other Basic Documents.

SECTION 11.10      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 11.11      Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

-25-

SECTION 11.12      Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

ARTICLE XII

Compliance with Regulation AB

SECTION 12.1      Intent of the Parties; Reasonableness.  The Depositor, the Owner Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

None of the Depositor, the Owner Trustee or the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Indenture Trustee and the Owner Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-26-

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NAVIENT FUNDING, LLC,

as the Depositor

By: /s/ Mark D. Rein                                                                           

Name:    Mark D. Rein

Title:      Vice President

WELLS FARGO DELAWARE TRUST COMPANY, N.A., as Owner Trustee

By: /s/ Rosemary Kennard                                                                

Name:   Rosemary Kennard

Title:     Vice President

-27-

Acknowledged and agreed as to

Section 3.3(c) and Section 3.3(g)

of this Amended and Restated Trust Agreement

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as Indenture Trustee acting as the initial Excess Distribution

Certificate Paying Agent and Excess Distribution Certificate Registrar

By: /s/ Adam Holzemer                                                                

       Name:   Adam Holzemer

       Title:     Vice President

-28-

EXHIBIT A

FORM OF EXCESS DISTRIBUTION CERTIFICATE

[PLEASE SEE ATTACHED]

A-1

EXHIBIT B

FORM OF

CERTIFICATE OF TRUST

OF

NAVIENT STUDENT LOAN

TRUST 2015-1

This Certificate of Trust of NAVIENT STUDENT LOAN TRUST 2015-1 (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.           Name.  The name of the statutory trust formed by this Certificate of Trust is NAVIENT STUDENT LOAN TRUST 2015-1.

2.           Owner Trustee.  The name and business address of the Owner Trustee of the Trust in the State of Delaware are Wells Fargo Delaware Trust Company, National Association, 919 North Market Street, Suite 1600, Wilmington, Delaware 19801.

3.           Effective Date.  This Certificate of Trust shall be effective upon filing.

B-1

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

                                           WELLS FARGO DELAWARE TRUST COMPANY, N.A.,

not in its individual capacity but solely as Owner Trustee

                                           By:  _______________________________

                                           Name:

                                           Title:

B-2

EXHIBIT C

[FORM OF TRANSFEROR LETTER]

[Date]

Navient Solutions, Inc.,

as Administrator

2001 Edmund Halley Drive

Reston, Virginia 20191

Wells Fargo Bank, N.A.,

as Excess Distribution Certificate Registrar

625 Marquette Avenue

Minneapolis, Minnesota 55402

Wells Fargo Delaware Trust Company, N.A.,

as Owner Trustee

919 North Market Street, Suite 1600

Wilmington, Delaware 19801

Re:           Navient Student Loan Trust 2015-1,

Excess Distribution Certificate (the “Certificate”)

Ladies and Gentlemen:

In connection with our disposition of the above Certificate, we certify that (a) we understand that the Certificate has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and is being disposed by us in a transaction that is exempt from the registration requirements of the Securities Act, and (b) we have not offered or sold the Certificate to, or solicited offers to buy the Certificate from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action would result in, a violation of Section 5 of the Securities Act.

Very truly yours,

_________________________________________

[Print Name of Transferor]

By: ______________________________________

Authorized Officer

C-1

EXHIBIT D-1

[FORM OF TRANSFEREE LETTER (NON-RULE 144A)]

[Date]

Navient Solutions, Inc.,

as Administrator

2001 Edmund Halley Drive

Reston, Virginia 20191

Wells Fargo Bank, N.A.,

as Excess Distribution Certificate Registrar

625 Marquette Avenue

Minneapolis, Minnesota 55402

Wells Fargo Delaware Trust Company, N.A.,

as Owner Trustee

919 North Market Street, Suite 1600

Wilmington, Delaware 19801

Re:           Navient Student Loan Trust 2015-1,

Excess Distribution Certificate (the “Certificate”)

Ladies and Gentlemen:

In connection with our acquisition of the above Certificate, we certify that (a) we understand that the Certificate is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and is being transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we are an institutional “accredited investor,” as defined in Rule 501 (a) (1), (2), (3) or (7) of Regulation D under the Securities Act or an entity in which all of the equity owners come within such paragraphs, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificate, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificate and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificate, (d) we are not acquiring the Certificate for, by or for the account of (i) any Benefit Plan, (ii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (ii) above, (e) we are acquiring the Certificate for investment for our own account and not with a view to any distribution of the Certificate (but without prejudice to our right at all times to sell or otherwise dispose of the Certificate in accordance with clause (g) below), (f) we have not offered or sold the Certificate to, or solicited offers to buy the Certificate from, any person, or otherwise approached or negotiated with any

D-1-1

person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Securities Act, and (g) we will not sell, transfer or otherwise dispose of the Certificate unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this Letter that such sale, transfer or other disposition may be made pursuant to an exemption from the Securities Act, (2) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Trust Agreement relating to the Certificate.

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture dated as of February 26, 2015, among Wells Fargo Bank, N.A., not in its individual capacity, but solely as the Eligible Lender Trustee on behalf of the Trust, the Trust and Wells Fargo Bank, N.A., not in its individual capacity, but solely as the Indenture Trustee, as may be amended or supplemented from time to time.

Very truly yours,

__________________________________

[Print Name of Transferee]

By:_______________________________

Authorized Officer

D-1-2

EXHIBIT D-2

[FORM OF TRANSFEREE LETTER (RULE 144A)]

[Date]

Navient Solutions, Inc.,

as Administrator

2001 Edmund Halley Drive

Reston, Virginia 20191

Wells Fargo Bank, N.A.,

as Excess Distribution Certificate Registrar

625 Marquette Avenue

Minneapolis, Minnesota 55402

Wells Fargo Delaware Trust Company, N.A.,

as Owner Trustee

919 North Market Street, Suite 1600

Wilmington, Delaware 19801

Re:           Navient Student Loan Trust 2015-1,

Excess Distribution Certificate (the “Certificate”)

Ladies and Gentlemen:

In connection with our acquisition of the above Certificate, we certify that (a) we understand that the Certificate is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and is being transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificate, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificate and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificate, (d) we are not acquiring the Certificate by or for the account of (i) any Benefit Plan, (ii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (ii) above, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificate, any interest in the Certificate or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificate, any interest in the Certificate or any other similar security from, or otherwise approached or negotiated with respect to the Certificate, any interest in the Certificate or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a

D-2-1

distribution of the Certificate under the Securities Act or that would render the disposition of the Certificate a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificate, (f) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act (“Rule 144A”) and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2.  We are aware that the sale to us is being made in reliance on Rule 144A.  We are acquiring the Certificate for our own account or for resale pursuant to Rule 144A and further understand that the Certificate may be resold, pledged or transferred only (1) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture dated as of February 26, 2015, among Wells Fargo Bank, N.A., not in its individual capacity, but solely as the Eligible Lender Trustee on behalf of the Trust, the Trust and Wells Fargo Bank, N.A., not in its individual capacity, but solely as the Indenture Trustee, as may be amended or supplemented from time to time.

Very truly yours,

__________________________________

[Print Name of Transferee]

By:_______________________________

Authorized Officer

D-2-2

ANNEX 1

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Letterto which this certification relates with respect to the Certificate described therein:

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.

Annex 1-1

___ 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

Annex 1-2

Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction.  However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

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.

____________________________________

[Print Name of Transferee]

By:_________________________________

Name:

Title:

Date:______________________

Annex 1-3

ANNEX 2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That are Registered Investment Companies]

The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Letterto which this certification relates with respect to the Certificate described therein:

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).

Annex 2-1

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 Letterto 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 Letterto 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.

__________________________________

Print Name of Buyer or Adviser

By:_______________________________

Name:

Title:

[IF AN ADVISER:]

__________________________________

Print Name of Buyer

Date:______________________

Annex 2-2

EX-4.2

Exhibit 4.2

INTERIM TRUST AGREEMENT

between

NAVIENT FUNDING, LLC,

as the Depositor

and

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as the Interim Eligible Lender Trustee

Dated as of February 26, 2015

TABLE OF CONTENTS

Page

ARTICLE I	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

i

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

ii

INTERIM TRUST AGREEMENT

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of February 26, 2015, between NAVIENT FUNDING, LLC, a Delaware limited liability company (the “Depositor”), and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).

WHEREAS, the Depositor is a limited liability company established for the purpose of purchasing Loans from Navient Credit Finance Corporation (“Navient CFC”) and, among others, Blue Ridge Funding LLC (“Blue Ridge Funding”), Red Wolf Funding, LLC (“Red Wolf Funding”) and VL Funding LLC (“VL Funding,” and together with Navient CFC and Blue Ridge Funding, the “Sellers”) for immediate resale to special purpose trusts established for the purpose of financing the purchase of such Loans;

WHEREAS, on the Closing Date, the Depositor will enter into a separate Purchase Agreement with each of the Sellers, and a Sale Agreement with Navient Student Loan Trust 2015-1 (the “Trust”) for the purpose of effecting the purchase and resale of the Initial Trust Student Loans;

WHEREAS, during the Supplemental Purchase Period, the Depositor may purchase Additional Trust Student Loans from one or more of the Sellers pursuant to the applicable Purchase Agreement and the related Additional Purchase Agreements, for immediate resale to the Trust pursuant to the terms of the Sale Agreement and the related Additional Sale Agreements (collectively, the Initial Trust Student Loans and the Additional Trust Student Loans are referred to herein as the “Interim Trust Loans”);

WHEREAS, pursuant to the terms of the Sale Agreement, the Depositor may be required, under certain circumstances, to repurchase some of the Interim Trust Loans; and

WHEREAS, the Interim Eligible Lender Trustee is an “eligible lender” within the meaning of Section 435(d) of the Higher Education Act and is willing to hold legal title to the Interim Trust Loans on behalf and for the benefit of the Depositor.

NOW, THEREFORE, the Depositor and the Interim Eligible Lender Trustee hereby agree as follows:

ARTICLE I

Definitions and Usage

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, dated as of February 26, 2015 (the “Indenture”), among the Trust, as issuer, Wells Fargo Bank, N.A., not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), and Wells Fargo Bank, N.A., not in its individual capacity but solely as eligible lender trustee (the “Eligible Lender Trustee”) for the Trust, as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

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ARTICLE II

Appointment of Interim Eligible Lender Trustee

SECTION 2.1      Appointment of Interim Eligible Lender Trustee.  The Depositor hereby appoints the Interim Eligible Lender Trustee, effective as of the date hereof, as trustee, to have all the rights, powers and duties set forth herein, including, without limitation:

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.

SECTION 2.2      Declaration of Trust.  The Interim Eligible Lender Trustee hereby declares that it will hold the Interim Trust Loans in trust upon and subject to the conditions set forth herein for the use and benefit of the Depositor, subject to the obligations of the Interim Eligible Lender Trustee under the Purchase Agreements and the Sale Agreement.  Effective as of the date hereof, the Interim Eligible Lender Trustee shall have all rights, powers and duties set forth herein with respect to accomplishing the purposes of this Agreement.

SECTION 2.3      Title to Interim Trust Loans.  Legal title to all of the Interim Trust Loans shall be vested at all times in the Interim Eligible Lender Trustee on behalf of and for the benefit of the Depositor, under U.S. Department of Education LID number 829077.

ARTICLE III

Representations and Warranties of the Depositor

The Depositor hereby represents and warrants to the Interim Eligible Lender Trustee that:

1. It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

2. It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary action.

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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.

ARTICLE IV

Authority and Duties of Interim Eligible Lender Trustee

SECTION 4.1      General Authority.  The Interim Eligible Lender Trustee is authorized and directed to execute and deliver the Purchase Agreements, the Sale Agreement and this Agreement and each certificate or other document attached as an exhibit to or contemplated by such agreements, in each case, in such form as the Depositor shall approve as evidenced conclusively by the Interim Eligible Lender Trustee’s execution thereof.  The Interim Eligible Lender Trustee is also authorized and directed on behalf and for the benefit of the Depositor to acquire and hold legal title to the Interim Trust Loans and to take all actions required of the Interim Eligible Lender Trustee pursuant to the Purchase Agreements, the Sale Agreement and this Agreement.

SECTION 4.2      General Duties.  It shall be the duty of the Interim Eligible Lender Trustee to discharge (or cause to be discharged) all its responsibilities as the Interim Eligible Lender Trustee pursuant to the terms of the Purchase Agreements, the Sale Agreement and this Agreement.

SECTION 4.3      No Duties Except as Specified in this Agreement.  The Interim Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Interim Trust Loans, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Interim Eligible Lender Trustee is a party, except as expressly provided by the terms of the Purchase Agreements, the Sale Agreement or this Agreement; and no implied duties or obligations shall be read into this Agreement, the Purchase Agreements or the Sale Agreement against the Interim Eligible Lender Trustee.

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SECTION 4.4      No Action Except Under Specified Documents.  The Interim Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Interim Eligible Lender Trustee pursuant to this Agreement, the Purchase Agreements and the Sale Agreement.

SECTION 4.5      Restrictions.  The Interim Eligible Lender Trustee shall not take any action that is inconsistent with the purposes of the Trust set forth in the Basic Documents.

ARTICLE V

Concerning the Interim Eligible Lender Trustee

SECTION 5.1      Acceptance of Trust and Duties.  The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement.  The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

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.

SECTION 5.2      Representations and Warranties.  The Interim Eligible Lender Trustee hereby represents and warrants to the Depositor that:

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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 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 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, Delaware, New York or other applicable 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 829077.

SECTION 5.3      Not Acting in Individual Capacity.  Except as provided in this Article V, in accepting the trust hereby created, Wells Fargo Bank, N.A. acts solely as Interim Eligible Lender Trustee hereunder and not in its individual capacity.

SECTION 5.4      Interim Eligible Lender Trustee Not Liable for the Interim Trust Loans.  The Interim Eligible Lender Trustee makes no representations as to the validity or sufficiency of this Agreement, the Purchase Agreements or the Sale Agreement, or of any Interim Trust Loan or related documents.  The Interim Eligible Lender Trustee shall at no time have any responsibility for or with respect to the sufficiency of the Interim Trust Loans; the validity or completeness of the assignment to the Interim Eligible Lender Trustee of legal title to any Interim Trust Loan on behalf and for the benefit of the Depositor; the performance or enforcement (except as expressly set forth in the Purchase Agreements or the Sale Agreement) of any Interim Trust Loan; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Interim Eligible Lender Trustee.

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ARTICLE VI

Compensation and Indemnity of Interim Eligible Lender Trustee

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.

ARTICLE VII

Termination of Interim Trust Agreement

This Agreement (other than Article VI) and the trust created hereby shall terminate and be of no further force or effect upon the earlier of (i) the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

ARTICLE VIII

Successor Interim Eligible Lender Trustees

SECTION 8.1      Eligibility Requirements for Interim Eligible Lender Trustee.  The Interim Eligible Lender Trustee shall at all times be a corporation or banking association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Interim Trust Loans on behalf and for the benefit of the Depositor, with a valid lender identification number with respect to the Interim Trust Loans from the Department; and (ii) being authorized to exercise corporate trust powers and hold legal title to the Interim Trust Loans.  In case at any time the Interim Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Interim Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 8.2.

SECTION 8.2      Resignation or Removal of Interim Eligible Lender Trustee.  The Interim Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor.  Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Interim Eligible Lender Trustee and one copy to the successor Interim Eligible Lender Trustee.  If no successor Interim Eligible Lender Trustee shall have been so appointed and have

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accepted appointment within 30 days after the giving of such notice of resignation, the resigning Interim Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Interim Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Interim Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement, the Purchase Agreements or the Sale Agreement until such successor has in fact assumed such appointment.

If at any time the Interim Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Depositor, then the Depositor may remove the Interim Eligible Lender Trustee.  If the Depositor shall remove the Interim Eligible Lender Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Interim Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Interim Eligible Lender Trustee so removed and one copy to the successor Interim Eligible Lender Trustee together with payment of all fees owed to the outgoing Interim Eligible Lender Trustee.

Any resignation or removal of the Interim Eligible Lender Trustee and appointment of a successor Interim Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Interim Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Interim Eligible Lender Trustee.

SECTION 8.3      Successor Interim Eligible Lender Trustee.  Any successor Interim Eligible Lender Trustee appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to the Depositor and to its predecessor Interim Eligible Lender Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Interim Eligible Lender Trustee shall become effective and such successor Interim Eligible Lender Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Interim Eligible Lender Trustee.  The predecessor Interim Eligible Lender Trustee shall upon payment of its fees and expenses deliver to the successor Interim Eligible Lender Trustee all documents, statements, moneys and properties held by it under this Agreement and shall assign, if permissible, to the successor Interim Eligible Lender Trustee any lender identification number obtained from the Department with respect to the Interim Trust Loans; and the Depositor and the predecessor Interim Eligible Lender Trustee, at the sole cost and expense of the Depositor, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Interim Eligible Lender Trustee all such rights, powers, duties and obligations.

No successor Interim Eligible Lender Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor Interim Eligible Lender Trustee shall be eligible pursuant to Section 8.1.

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SECTION 8.4      Merger or Consolidation of Interim Eligible Lender Trustee.  Any corporation into which the Interim Eligible Lender Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the Interim Eligible Lender Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Interim Eligible Lender Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Interim Eligible Lender Trustee hereunder; provided that such corporation or banking association shall be eligible pursuant to Section 8.1.

ARTICLE IX

Miscellaneous

SECTION 9.1      Supplements and Amendments.  This Agreement may be amended by the Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained or any Excess Distribution Certificateholder.

This Agreement may also be amended from time to time by the Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders.

Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe.

Prior to the execution of any amendment to this Agreement, the Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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SECTION 9.2      Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Interim Eligible Lender Trustee shall be deemed given only upon actual receipt by the Interim Eligible Lender Trustee), if to the Interim Eligible Lender Trustee, addressed to its Corporate Trust Office; if to the Depositor, addressed to Navient Funding, LLC, 2001 Edmund Halley Drive, Reston, Virginia 20191, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

SECTION 9.3      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9.4      Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 9.5      Successors and Assigns.  All covenants and agreements contained herein shall be binding upon and to the benefit of, the Depositor and its successors and the Interim Eligible Lender Trustee and its successors, all as herein provided.

SECTION 9.6      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 9.7      Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 9.8      Force Majeure.  In no event shall the Interim Eligible Lender Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Interim Eligible Lender Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of its obligations as soon as practicable under the circumstances.

SECTION 9.9      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties hereto have caused this Interim Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as the Interim Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                                           

Name:   Adam Holzemer

Title:     Vice President

NAVIENT FUNDING, LLC,

as the Depositor

By: /s/ Mark D. Rein                                                                                                         

Name:  Mark D. Rein

Title:    Vice President

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EX-4.3

Exhibit 4.3

INTERIM TRUST AGREEMENT

between

BLUE RIDGE FUNDING LLC

and

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC

Dated as of February 26, 2015

TABLE OF CONTENTS

Page

ARTICLE I	Definitions and Usage	1
ARTICLE II	Appointment of Blue Ridge Funding Eligible Lender Trustee	2
SECTION 2.1.	Appointment of Blue Ridge Funding 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 Blue Ridge Funding	2
ARTICLE IV	Authority and Duties of Blue Ridge Funding Eligible Lender Trustee	3
SECTION 4.1.	General Authority	3
SECTION 4.2.	General Duties	3
SECTION 4.3.	No Duties Except as Specified in this Agreement	3
SECTION 4.4.	No Action Except Under Specified Documents	4
SECTION 4.5.	Restrictions	4
ARTICLE V	Concerning the Blue Ridge Funding 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.	Blue Ridge Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans	5
ARTICLE VI	Compensation and Indemnity of Blue Ridge Funding Eligible Lender Trustee	6
ARTICLE VII	Termination of Interim Trust Agreement	6
ARTICLE VIII	Successor Blue Ridge Funding Eligible Lender Trustees	6
SECTION 8.1.	Eligibility Requirements for Blue Ridge Funding Eligible Lender Trustee	6
SECTION 8.2.	Resignation or Removal of Blue Ridge Funding Eligible Lender Trustee	7
SECTION 8.3.	Successor Blue Ridge Funding Eligible Lender Trustee	7
SECTION 8.4.	Merger or Consolidation of Blue Ridge Funding Eligible Lender Trustee	8
ARTICLE IX	Miscellaneous	8

SECTION 9.1.	Supplements and Amendments	8
SECTION 9.2.	Notices	9
SECTION 9.3.	Severability	9
SECTION 9.4.	Separate Counterparts	9
SECTION 9.5.	Successors and Assigns	9
SECTION 9.6.	Headings	9
SECTION 9.7.	Governing Law	9
SECTION 9.8.	Force Majeure	9
SECTION 9.9.	Waiver of Jury Trial	10

INTERIM TRUST AGREEMENT

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of February 26, 2015, between BLUE RIDGE FUNDING LLC  (“Blue Ridge Funding”) as the Purchaser and subsequent Seller of certain Loans, and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Blue Ridge Funding Eligible Lender Trustee”).

WHEREAS, Blue Ridge Funding is a limited liability company established for the purpose of purchasing Loans from subsidiaries or affiliates of Navient Corporation and selling Loans to, among others, Navient Funding, LLC (the “Depositor”) for resale to special purpose trusts established for the purpose of financing the purchase of such Loans;

WHEREAS, on the Closing Date, Blue Ridge Funding has acquired certain Loans from subsidiaries or affiliates of Navient Corporation, and will subsequently enter into a Purchase Agreement with the Depositor, for the purpose of effecting the sale of such Loans to the Depositor;

WHEREAS, during the Supplemental Purchase Period, Blue Ridge Funding may acquire Additional Trust Student Loans from subsidiaries or affiliates of Navient Corporation and subsequently enter into one or more Additional Purchase Agreements with the Depositor, for the purpose of effecting the sale of such Additional Trust Student Loans (collectively, the applicable Initial Trust Student Loans and the applicable Additional Trust Student Loans are referred to herein as the “Interim Trust Loans”);

WHEREAS, pursuant to the terms of the Purchase Agreement with the Depositor, Blue Ridge Funding may be required, under certain circumstances, to repurchase some of the Interim Trust Loans; and

WHEREAS, the Eligible Lender Trustee is an “eligible lender” within the meaning of Section 435(d) of the Higher Education Act and is willing to hold legal title to the Interim Trust Loans on behalf and for the benefit of Blue Ridge Funding.

NOW, THEREFORE, Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee hereby agree as follows:

ARTICLE I

Definitions and Usage

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, dated as of February 26, 2015 (the “Indenture”), among Navient Student Loan Trust 2015-1 (the “Trust”), Wells Fargo Bank, N.A., not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), and Wells Fargo Bank, N.A., not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the Trust, as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

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ARTICLE II

Appointment of Blue Ridge Funding Eligible Lender Trustee

SECTION 2.1.      Appointment of Blue Ridge Funding Eligible Lender Trustee.  Blue Ridge Funding hereby appoints the Blue Ridge Funding Eligible Lender Trustee, effective as of the date hereof, as trustee, to have all the rights, powers and duties set forth herein, including, without limitation:

1. to hold legal title to the Interim Trust Loans on behalf and for the benefit of Blue Ridge Funding;

2. to enter into and perform its obligations as the Blue Ridge Funding Eligible Lender Trustee under this Agreement and the Blue Ridge Funding 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.

SECTION 2.2.      Declaration of Trust.  The Blue Ridge Funding Eligible Lender Trustee hereby declares that it will hold the Interim Trust Loans in trust upon and subject to the conditions set forth herein for the use and benefit of Blue Ridge Funding, subject to the obligations of the Blue Ridge Funding Eligible Lender Trustee under the Blue Ridge Funding Purchase Agreement.  Effective as of the date hereof, the Blue Ridge Funding Eligible Lender Trustee shall have all rights, powers and duties set forth herein with respect to accomplishing the purposes of this Agreement.

SECTION 2.3.      Title to Interim Trust Loans.  Legal title to all of the Interim Trust Loans shall be vested at all times in the Blue Ridge Funding Eligible Lender Trustee on behalf of and for the benefit of Blue Ridge Funding, under U.S. Department of Education LID number 829077.

ARTICLE III

Representations and Warranties of Blue Ridge Funding

Blue Ridge Funding hereby represents and warrants to the Blue Ridge Funding Eligible Lender Trustee that:

1. It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

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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 Blue Ridge Funding by all necessary action.

3. This Agreement constitutes a legal, valid and binding obligation of Blue Ridge Funding 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 Blue Ridge Funding, or any indenture, agreement or other instrument to which Blue Ridge Funding is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to Blue Ridge Funding of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Blue Ridge Funding or its properties.

ARTICLE IV

Authority and Duties of Blue Ridge Funding Eligible Lender Trustee

SECTION 4.1.      General Authority.  The Blue Ridge Funding Eligible Lender Trustee is authorized and directed to execute and deliver the Blue Ridge Funding Purchase Agreement and this Agreement and each certificate or other document attached as an exhibit to or contemplated by such agreements, in each case, in such form as Blue Ridge Funding shall approve as evidenced conclusively by the Blue Ridge Funding Eligible Lender Trustee’s execution thereof.  The Blue Ridge Funding Eligible Lender Trustee is also authorized and directed on behalf and for the benefit of Blue Ridge Funding to acquire and hold legal title to the Interim Trust Loans and to take all actions required of the Blue Ridge Funding Eligible Lender Trustee pursuant to the Blue Ridge Funding Purchase Agreement and this Agreement.

SECTION 4.2.      General Duties.  It shall be the duty of the Blue Ridge Funding Eligible Lender Trustee to discharge (or cause to be discharged) all its responsibilities as the Blue Ridge Funding Eligible Lender Trustee pursuant to the terms of the Blue Ridge Funding Purchase Agreement and this Agreement.

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SECTION 4.3.      No Duties Except as Specified in this Agreement.  The Blue Ridge Funding Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Interim Trust Loans, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Blue Ridge Funding Eligible Lender Trustee is a party, except as expressly provided by the terms of the Blue Ridge Funding Purchase Agreement or this Agreement; and no implied duties or obligations shall be read into this Agreement or the Blue Ridge Funding Purchase Agreement against the Blue Ridge Funding Eligible Lender Trustee.

SECTION 4.4.      No Action Except Under Specified Documents.  The Blue Ridge Funding Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Blue Ridge Funding Eligible Lender Trustee pursuant to this Agreement and the Blue Ridge Funding Purchase Agreement.

SECTION 4.5.      Restrictions.  The Blue Ridge Funding Eligible Lender Trustee shall not take any action that is inconsistent with the purposes of the Trust set forth in the Basic Documents.

ARTICLE V

Concerning the Blue Ridge Funding Eligible Lender Trustee

SECTION 5.1.      Acceptance of Trust and Duties.  The Blue Ridge Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement.  The Blue Ridge Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Blue Ridge Funding Purchase Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Blue Ridge Funding Eligible Lender Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

1. The Blue Ridge Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Blue Ridge Funding Eligible Lender Trustee.

2. No provision of this Agreement or the Blue Ridge Funding Purchase Agreement shall require the Blue Ridge Funding Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Blue Ridge Funding Purchase Agreement, if the Blue Ridge Funding Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.

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3. The Blue Ridge Funding Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by Blue Ridge Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Blue Ridge Funding Purchase Agreement.

4. In no event shall the Blue Ridge Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Blue Ridge Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 5.2.      Representations and Warranties.  The Blue Ridge Funding Eligible Lender Trustee hereby represents and warrants to Blue Ridge Funding that:

1. It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of New York, 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 Blue Ridge Funding Purchase Agreement and this Agreement.

2. It has taken all action necessary to authorize the execution and delivery by it of the Blue Ridge Funding Purchase Agreement and this Agreement, and the Blue Ridge Funding Purchase Agreement and this Agreement have been executed and delivered by one of its officers who is duly authorized to execute and deliver the same on its behalf.

3. Neither the execution nor the delivery by it of the Blue Ridge Funding Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal, Delaware, New York or other applicable state law, governmental rule or regulation governing the banking or trust powers of the Blue Ridge Funding 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 Blue Ridge Funding Purchase Agreement, and it is and will at all times remain the owner of LID number 829077.

SECTION 5.3.      Not Acting in Individual Capacity.  Except as provided in this Article V, in accepting the trust hereby created, Wells Fargo Bank, N.A. acts solely as Blue Ridge Funding Eligible Lender Trustee hereunder and not in its individual capacity.

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SECTION 5.4.      Blue Ridge Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans.  The Blue Ridge Funding Eligible Lender Trustee makes no representations as to the validity or sufficiency of this Agreement or the Blue Ridge Funding Purchase Agreement, or of any Interim Trust Loan or related documents.  The Blue Ridge Funding Eligible Lender Trustee shall at no time have any responsibility for or with respect to the sufficiency of the Interim Trust Loans; the validity or completeness of the assignment to the Blue Ridge Funding Eligible Lender Trustee of legal title to any Interim Trust Loan on behalf and for the benefit of Blue Ridge Funding; the performance or enforcement (except as expressly set forth in the Blue Ridge Funding Purchase Agreement) of any Interim Trust Loan; the compliance by Blue Ridge Funding or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Blue Ridge Funding Eligible Lender Trustee.

ARTICLE VI

Compensation and Indemnity of Blue Ridge Funding Eligible Lender Trustee

1. The Blue Ridge Funding Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, and the Blue Ridge Funding Eligible Lender Trustee shall be entitled to be reimbursed by Blue Ridge Funding, 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.

ARTICLE VII

Termination of Interim Trust Agreement

This Agreement (other than Article VI) and the trust created hereby shall terminate and be of no further force or effect upon the earlier of (i) the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

ARTICLE VIII

Successor Blue Ridge Funding Eligible Lender Trustees

SECTION 8.1.      Eligibility Requirements for Blue Ridge Funding Eligible Lender Trustee.  The Blue Ridge Funding Eligible Lender Trustee shall at all times be a corporation or banking association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Interim Trust Loans on

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behalf and for the benefit of Blue Ridge Funding, with a valid lender identification number with respect to the Interim Trust Loans from the Department; and (ii) being authorized to exercise corporate trust powers and hold legal title to the Interim Trust Loans.  In case at any time the Blue Ridge Funding Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Blue Ridge Funding Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 8.2.

SECTION 8.2.      Resignation or Removal of Blue Ridge Funding Eligible Lender Trustee.  The Blue Ridge Funding Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to Blue Ridge Funding.  Upon receiving such notice of resignation, Blue Ridge Funding shall promptly appoint a successor Blue Ridge Funding Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Blue Ridge Funding Eligible Lender Trustee and one copy to the successor Blue Ridge Funding Eligible Lender Trustee.  If no successor Blue Ridge Funding Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Blue Ridge Funding Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Blue Ridge Funding Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Blue Ridge Funding Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement or the Blue Ridge Funding Purchase Agreement until such successor has in fact assumed such appointment.

If at any time the Blue Ridge Funding Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by Blue Ridge Funding, then Blue Ridge Funding may remove the Blue Ridge Funding Eligible Lender Trustee.  If Blue Ridge Funding shall remove the Blue Ridge Funding Eligible Lender Trustee under the authority of the immediately preceding sentence, Blue Ridge Funding shall promptly appoint a successor Blue Ridge Funding Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Blue Ridge Funding Eligible Lender Trustee so removed and one copy to the successor Blue Ridge Funding Eligible Lender Trustee together with payment of all fees owed to the outgoing Blue Ridge Funding Eligible Lender Trustee.

Any resignation or removal of the Blue Ridge Funding Eligible Lender Trustee and appointment of a successor Blue Ridge Funding Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Blue Ridge Funding Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Blue Ridge Funding Eligible Lender Trustee.

SECTION 8.3.      Successor Blue Ridge Funding Eligible Lender Trustee.  Any successor Blue Ridge Funding Eligible Lender Trustee appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to Blue Ridge Funding and to its predecessor Blue Ridge Funding Eligible Lender Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Blue Ridge Funding Eligible Lender Trustee shall become effective and such successor Blue Ridge Funding Eligible Lender Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like

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effect as if originally named as Blue Ridge Funding Eligible Lender Trustee.  The predecessor Blue Ridge Funding Eligible Lender Trustee shall upon payment of its fees and expenses deliver to the successor Blue Ridge Funding Eligible Lender Trustee all documents, statements, moneys and properties held by it under this Agreement and shall assign, if permissible, to the successor Blue Ridge Funding Eligible Lender Trustee any lender identification number obtained from the Department with respect to the Interim Trust Loans; and Blue Ridge Funding and the predecessor Blue Ridge Funding Eligible Lender Trustee, at the sole cost and expense of the Depositor, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Blue Ridge Funding Eligible Lender Trustee all such rights, powers, duties and obligations.

No successor Blue Ridge Funding Eligible Lender Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor Blue Ridge Funding Eligible Lender Trustee shall be eligible pursuant to Section 8.1.

SECTION 8.4.      Merger or Consolidation of Blue Ridge Funding Eligible Lender Trustee.  Any corporation into which the Blue Ridge Funding Eligible Lender Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the Blue Ridge Funding Eligible Lender Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Blue Ridge Funding Eligible Lender Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Blue Ridge Funding Eligible Lender Trustee hereunder; provided that such corporation or banking association shall be eligible pursuant to Section 8.1.

ARTICLE IX

Miscellaneous

SECTION 9.1.      Supplements and Amendments.  This Agreement may be amended by Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained or any Excess Distribution Certificateholder.

This Agreement may also be amended from time to time by Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders.

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Promptly after the execution of any such amendment or consent, the Blue Ridge Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Blue Ridge Funding Eligible Lender Trustee may prescribe.

Prior to the execution of any amendment to this Agreement, the Blue Ridge Funding Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Blue Ridge Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Blue Ridge Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

SECTION 9.2.      Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Blue Ridge Funding Eligible Lender Trustee shall be deemed given only upon actual receipt by the Blue Ridge Funding Eligible Lender Trustee), if to the Blue Ridge Funding Eligible Lender Trustee, addressed to its Corporate Trust Office; if to Blue Ridge Funding, addressed to Blue Ridge Funding LLC, 2001 Edmund Halley Drive, Reston, Virginia 20191, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

SECTION 9.3.      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9.4.      Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 9.5.      Successors and Assigns.  All covenants and agreements contained herein shall be binding upon and to the benefit of, Blue Ridge Funding and its successors and the Blue Ridge Funding Eligible Lender Trustee and its successors, all as herein provided.

SECTION 9.6.      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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SECTION 9.7.      Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 9.8.      Force Majeure.  In no event shall the Blue Ridge Funding Eligible Lender Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Blue Ridge Funding Eligible Lender Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of its obligations as soon as practicable under the circumstances.

SECTION 9.9.      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Interim Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

BLUE RIDGE FUNDING LLC,

in its capacity as Purchaser and Seller

By: /s/ Mark D. Rein                                                                           

Name:  Mark D. Rein

Title:    Vice President

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EX-4.4

Exhibit 4.4

INTERIM TRUST AGREEMENT

between

RED WOLF FUNDING, LLC

and

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as Eligible Lender Trustee for the benefit of Red Wolf Funding, LLC

Dated as of February 26, 2015

TABLE OF CONTENTS

Page

ARTICLE I	Definitions and Usage	1
ARTICLE II	Appointment of Red Wolf Funding Eligible Lender Trustee	2
SECTION 2.1.	Appointment of Red Wolf Funding 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 Red Wolf Funding	2
ARTICLE IV	Authority and Duties of Red Wolf Funding Eligible Lender Trustee	3
SECTION 4.1.	General Authority	3
SECTION 4.2.	General Duties	3
SECTION 4.3.	No Duties Except as Specified in this Agreement	3
SECTION 4.4.	No Action Except Under Specified Documents	4
SECTION 4.5.	Restrictions	4
ARTICLE V	Concerning the Red Wolf Funding 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.	Red Wolf Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans	5
ARTICLE VI	Compensation and Indemnity of Red Wolf Funding Eligible Lender Trustee	6
ARTICLE VII	Termination of Interim Trust Agreement	6
ARTICLE VIII	Successor Red Wolf Funding Eligible Lender Trustees	6
SECTION 8.1.	Eligibility Requirements for Red Wolf Funding Eligible Lender Trustee	6
SECTION 8.2.	Resignation or Removal of Red Wolf Funding Eligible Lender Trustee	6
SECTION 8.3.	Successor Red Wolf Funding Eligible Lender Trustee	7
SECTION 8.4.	Merger or Consolidation of Red Wolf Funding Eligible Lender Trustee	8
ARTICLE IX	Miscellaneous	8

SECTION 9.1.	Supplements and Amendments	8
SECTION 9.2.	Notices	9
SECTION 9.3.	Severability	9
SECTION 9.4.	Separate Counterparts	9
SECTION 9.5.	Successors and Assigns	9
SECTION 9.6.	Headings	9
SECTION 9.7.	Governing Law	9
SECTION 9.8.	Force Majeure	9
SECTION 9.9.	Waiver of Jury Trial	10

INTERIM TRUST AGREEMENT

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of February 26, 2015, between RED WOLF FUNDING, LLC  (“Red Wolf Funding”) as the Purchaser and subsequent Seller of certain Loans, and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Red Wolf Funding Eligible Lender Trustee”).

WHEREAS, Red Wolf Funding is a limited liability company established for the purpose of purchasing Loans from subsidiaries or affiliates of Navient Corporation and selling Loans to, among others, Navient Funding, LLC (the “Depositor”) for resale to special purpose trusts established for the purpose of financing the purchase of such Loans;

WHEREAS, on the Closing Date, Red Wolf Funding has acquired certain Loans from subsidiaries or affiliates of Navient Corporation, and will subsequently enter into a Purchase Agreement with the Depositor, for the purpose of effecting the sale of such Loans to the Depositor;

WHEREAS, during the Supplemental Purchase Period, Red Wolf Funding may acquire Additional Trust Student Loans from subsidiaries or affiliates of Navient Corporation and subsequently enter into one or more Additional Purchase Agreements with the Depositor, for the purpose of effecting the sale of such Additional Trust Student Loans (collectively, the applicable Initial Trust Student Loans and the applicable Additional Trust Student Loans are referred to herein as the “Interim Trust Loans”);

WHEREAS, pursuant to the terms of the Purchase Agreement with the Depositor, Red Wolf Funding may be required, under certain circumstances, to repurchase some of the Interim Trust Loans; and

WHEREAS, the Eligible Lender Trustee is an “eligible lender” within the meaning of Section 435(d) of the Higher Education Act and is willing to hold legal title to the Interim Trust Loans on behalf and for the benefit of Red Wolf Funding.

NOW, THEREFORE, Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee hereby agree as follows:

ARTICLE I

Definitions and Usage

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, dated as of February 26, 2015 (the “Indenture”), among Navient Student Loan Trust 2015-1 (the “Trust”), Wells Fargo Bank, N.A., not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), and Wells Fargo Bank, N.A., not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the Trust, as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

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ARTICLE II

Appointment of Red Wolf Funding Eligible Lender Trustee

SECTION 2.1.      Appointment of Red Wolf Funding Eligible Lender Trustee.  Red Wolf Funding hereby appoints the Red Wolf Funding Eligible Lender Trustee, effective as of the date hereof, as trustee, to have all the rights, powers and duties set forth herein, including, without limitation:

1. to hold legal title to the Interim Trust Loans on behalf and for the benefit of Red Wolf Funding;

2. to enter into and perform its obligations as the Red Wolf Funding Eligible Lender Trustee under this Agreement and the Red Wolf Funding 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.

SECTION 2.2.      Declaration of Trust.  The Red Wolf Funding Eligible Lender Trustee hereby declares that it will hold the Interim Trust Loans in trust upon and subject to the conditions set forth herein for the use and benefit of Red Wolf Funding, subject to the obligations of the Red Wolf Funding Eligible Lender Trustee under the Red Wolf Funding Purchase Agreement.  Effective as of the date hereof, the Red Wolf Funding Eligible Lender Trustee shall have all rights, powers and duties set forth herein with respect to accomplishing the purposes of this Agreement.

SECTION 2.3.      Title to Interim Trust Loans.  Legal title to all of the Interim Trust Loans shall be vested at all times in the Red Wolf Funding Eligible Lender Trustee on behalf of and for the benefit of Red Wolf Funding, under the U.S. Department of Education LID number 829077.

ARTICLE III

Representations and Warranties of Red Wolf Funding

Red Wolf Funding hereby represents and warrants to the Red Wolf Funding Eligible Lender Trustee that:

1. It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

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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 Red Wolf Funding by all necessary action.

3. This Agreement constitutes a legal, valid and binding obligation of Red Wolf Funding 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 Red Wolf Funding, or any indenture, agreement or other instrument to which Red Wolf Funding is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to Red Wolf Funding of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Red Wolf Funding or its properties.

ARTICLE IV

Authority and Duties of Red Wolf Funding Eligible Lender Trustee

SECTION 4.1.      General Authority.  The Red Wolf Funding Eligible Lender Trustee is authorized and directed to execute and deliver the Red Wolf Funding Purchase Agreement and this Agreement and each certificate or other document attached as an exhibit to or contemplated by such agreements, in each case, in such form as Red Wolf Funding shall approve as evidenced conclusively by the Red Wolf Funding Eligible Lender Trustee’s execution thereof.  The Red Wolf Funding Eligible Lender Trustee is also authorized and directed on behalf and for the benefit of Red Wolf Funding to acquire and hold legal title to the Interim Trust Loans and to take all actions required of the Red Wolf Funding Eligible Lender Trustee pursuant to the Red Wolf Funding Purchase Agreement and this Agreement.

SECTION 4.2.      General Duties.  It shall be the duty of the Red Wolf Funding Eligible Lender Trustee to discharge (or cause to be discharged) all its responsibilities as the Red Wolf Funding Eligible Lender Trustee pursuant to the terms of the Red Wolf Funding Purchase Agreement and this Agreement.

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SECTION 4.3.      No Duties Except as Specified in this Agreement.  The Red Wolf Funding Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Interim Trust Loans, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Red Wolf Funding Eligible Lender Trustee is a party, except as expressly provided by the terms of the Red Wolf Funding Purchase Agreement or this Agreement; and no implied duties or obligations shall be read into this Agreement or the Red Wolf Funding Purchase Agreement against the Red Wolf Funding Eligible Lender Trustee.

SECTION 4.4.      No Action Except Under Specified Documents.  The Red Wolf Funding Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Red Wolf Funding Eligible Lender Trustee pursuant to this Agreement and the Red Wolf Funding Purchase Agreement.

SECTION 4.5.      Restrictions.  The Red Wolf Funding Eligible Lender Trustee shall not take any action that is inconsistent with the purposes of the Trust set forth in the Basic Documents.

ARTICLE V

Concerning the Red Wolf Funding Eligible Lender Trustee

SECTION 5.1.      Acceptance of Trust and Duties.  The Red Wolf Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement.  The Red Wolf Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Red Wolf Funding Purchase Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Red Wolf Funding Eligible Lender Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

1. The Red Wolf Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Red Wolf Funding Eligible Lender Trustee.

2. No provision of this Agreement or the Red Wolf Funding Purchase Agreement shall require the Red Wolf Funding Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Red Wolf Funding Purchase Agreement, if the Red Wolf Funding Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.

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3. The Red Wolf Funding Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by Red Wolf Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Red Wolf Funding Purchase Agreement.

4. In no event shall the Red Wolf Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Red Wolf Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 5.2.      Representations and Warranties.  The Red Wolf Funding Eligible Lender Trustee hereby represents and warrants to Red Wolf Funding that:

1. It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of 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 the Red Wolf Funding Purchase Agreement and this Agreement.

2. It has taken all action necessary to authorize the execution and delivery by it of the Red Wolf Funding Purchase Agreement and this Agreement, and the Red Wolf Funding Purchase Agreement and this Agreement have been executed and delivered by one of its officers who is duly authorized to execute and deliver the same on its behalf.

3. Neither the execution nor the delivery by it of the Red Wolf Funding Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal, Delaware, New York or other applicable state law, governmental rule or regulation governing the banking or trust powers of the Red Wolf Funding 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 Red Wolf Funding Purchase Agreement, and it is and will at all times remain the owner of LID number 829077.

SECTION 5.3.      Not Acting in Individual Capacity.  Except as provided in this Article V, in accepting the trust hereby created, Wells Fargo Bank, N.A. acts solely as Red Wolf Funding Eligible Lender Trustee hereunder and not in its individual capacity.

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SECTION 5.4.      Red Wolf Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans.  The Red Wolf Funding Eligible Lender Trustee makes no representations as to the validity or sufficiency of this Agreement or the Red Wolf Funding Purchase Agreement, or of any Interim Trust Loan or related documents.  The Red Wolf Funding Eligible Lender Trustee shall at no time have any responsibility for or with respect to the sufficiency of the Interim Trust Loans; the validity or completeness of the assignment to the Red Wolf Funding Eligible Lender Trustee of legal title to any Interim Trust Loan on behalf and for the benefit of Red Wolf Funding; the performance or enforcement (except as expressly set forth in the Red Wolf Funding Purchase Agreement) of any Interim Trust Loan; the compliance by Red Wolf Funding or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Red Wolf Funding Eligible Lender Trustee.

ARTICLE VI

Compensation and Indemnity of Red Wolf Funding Eligible Lender Trustee

1. The Red Wolf Funding Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, and the Red Wolf Funding Eligible Lender Trustee shall be entitled to be reimbursed by Red Wolf Funding, 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.

ARTICLE VII

Termination of Interim Trust Agreement

This Agreement (other than Article VI) and the trust created hereby shall terminate and be of no further force or effect upon the earlier of (i) the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

ARTICLE VIII

Successor Red Wolf Funding Eligible Lender Trustees

SECTION 8.1.      Eligibility Requirements for Red Wolf Funding Eligible Lender Trustee.  The Red Wolf Funding Eligible Lender Trustee shall at all times be a corporation or banking association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Interim Trust Loans on

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behalf and for the benefit of Red Wolf Funding, with a valid lender identification number with respect to the Interim Trust Loans from the Department; and (ii) being authorized to exercise corporate trust powers and hold legal title to the Interim Trust Loans.  In case at any time the Red Wolf Funding Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Red Wolf Funding Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 8.2.

SECTION 8.2.      Resignation or Removal of Red Wolf Funding Eligible Lender Trustee.  The Red Wolf Funding Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to Red Wolf Funding.  Upon receiving such notice of resignation, Red Wolf Funding shall promptly appoint a successor Red Wolf Funding Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Red Wolf Funding Eligible Lender Trustee and one copy to the successor Red Wolf Funding Eligible Lender Trustee.  If no successor Red Wolf Funding Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Red Wolf Funding Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Red Wolf Funding Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Red Wolf Funding Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement or the Red Wolf Funding Purchase Agreement until such successor has in fact assumed such appointment.

If at any time the Red Wolf Funding Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by Red Wolf Funding, then Red Wolf Funding may remove the Red Wolf Funding Eligible Lender Trustee.  If Red Wolf Funding shall remove the Red Wolf Funding Eligible Lender Trustee under the authority of the immediately preceding sentence, Red Wolf Funding shall promptly appoint a successor Red Wolf Funding Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Red Wolf Funding Eligible Lender Trustee so removed and one copy to the successor Red Wolf Funding Eligible Lender Trustee together with payment of all fees owed to the outgoing Red Wolf Funding Eligible Lender Trustee.

Any resignation or removal of the Red Wolf Funding Eligible Lender Trustee and appointment of a successor Red Wolf Funding Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Red Wolf Funding Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Red Wolf Funding Eligible Lender Trustee.

SECTION 8.3.      Successor Red Wolf Funding Eligible Lender Trustee.  Any successor Red Wolf Funding Eligible Lender Trustee appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to Red Wolf Funding and to its predecessor Red Wolf Funding Eligible Lender Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Red Wolf Funding Eligible Lender Trustee shall become effective and such successor Red Wolf Funding Eligible Lender Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like

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effect as if originally named as Red Wolf Funding Eligible Lender Trustee.  The predecessor Red Wolf Funding Eligible Lender Trustee shall upon payment of its fees and expenses deliver to the successor Red Wolf Funding Eligible Lender Trustee all documents, statements, moneys and properties held by it under this Agreement and shall assign, if permissible, to the successor Red Wolf Funding Eligible Lender Trustee any lender identification number obtained from the Department with respect to the Interim Trust Loans; and Red Wolf Funding and the predecessor Red Wolf Funding Eligible Lender Trustee, at the sole cost and expense of the Depositor, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Red Wolf Funding Eligible Lender Trustee all such rights, powers, duties and obligations.

No successor Red Wolf Funding Eligible Lender Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor Red Wolf Funding Eligible Lender Trustee shall be eligible pursuant to Section 8.1.

SECTION 8.4.      Merger or Consolidation of Red Wolf Funding Eligible Lender Trustee.  Any corporation into which the Red Wolf Funding Eligible Lender Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the Red Wolf Funding Eligible Lender Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Red Wolf Funding Eligible Lender Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Red Wolf Funding Eligible Lender Trustee hereunder; provided that such corporation or banking association shall be eligible pursuant to Section 8.1.

ARTICLE IX

Miscellaneous

SECTION 9.1.      Supplements and Amendments.  This Agreement may be amended by Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained or any Excess Distribution Certificateholder.

This Agreement may also be amended from time to time by Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders.

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Promptly after the execution of any such amendment or consent, the Red Wolf Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Red Wolf Funding Eligible Lender Trustee may prescribe.

Prior to the execution of any amendment to this Agreement, the Red Wolf Funding Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Red Wolf Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Red Wolf Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

SECTION 9.2.      Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Red Wolf Funding Eligible Lender Trustee shall be deemed given only upon actual receipt by the Red Wolf Funding Eligible Lender Trustee), if to the Red Wolf Funding Eligible Lender Trustee, addressed to its Corporate Trust Office; if to Red Wolf Funding, addressed to Red Wolf Funding, LLC, 2001 Edmund Halley Drive, Reston, Virginia 20191, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

SECTION 9.3.      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9.4.      Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 9.5.      Successors and Assigns.  All covenants and agreements contained herein shall be binding upon and to the benefit of, Red Wolf Funding and its successors and the Red Wolf Funding Eligible Lender Trustee and its successors, all as herein provided.

SECTION 9.6.      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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SECTION 9.7.      Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 9.8.      Force Majeure.  In no event shall the Red Wolf Funding Eligible Lender Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Red Wolf Funding Eligible Lender Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of its obligations as soon as practicable under the circumstances.

SECTION 9.9.      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties hereto have caused this Interim Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Red Wolf Funding, LLC

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

RED WOLF FUNDING, LLC,

in its capacity as Purchaser and Seller

By: /s/ Mark D. Rein                                                                           

Name:  Mark D. Rein

Title:    Vice President

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EX-4.5

Exhibit 4.5

INTERIM TRUST AGREEMENT

between

VL FUNDING LLC

and

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as Eligible Lender Trustee for the benefit of VL Funding LLC

Dated as of February 26, 2015

TABLE OF CONTENTS

Page

ARTICLE I	Definitions and Usage	1
ARTICLE II	Appointment of VL Funding Eligible Lender Trustee	2
Section 2.1	Appointment of VL Funding 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 VL Funding	2
ARTICLE IV	Authority and Duties of VL Funding Eligible Lender Trustee	3
Section 4.1	General Authority	3
Section 4.2	General Duties	3
Section 4.3	No Duties Except as Specified in this Agreement	3
Section 4.4	No Action Except Under Specified Documents	4
Section 4.5	Restrictions	4
ARTICLE V	Concerning the VL Funding 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	VL Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans	5
ARTICLE VI	Compensation and Indemnity of VL Funding Eligible Lender Trustee	6
ARTICLE VII	Termination of Interim Trust Agreement	6
ARTICLE VIII	Successor VL Funding Eligible Lender Trustees	6
Section 8.1	Eligibility Requirements for VL Funding Eligible Lender Trustee	6
Section 8.2	Resignation or Removal of VL Funding Eligible Lender Trustee	6
Section 8.3	Successor VL Funding Eligible Lender Trustee	7
Section 8.4	Merger or Consolidation of VL Funding Eligible Lender Trustee	8
ARTICLE IX	Miscellaneous	8
Section 9.1	Supplements and Amendments	8
Section 9.2	Notices	9
Section 9.3	Severability	9
Section 9.4	Separate Counterparts	9

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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

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INTERIM TRUST AGREEMENT

INTERIM TRUST AGREEMENT (the “Agreement”), dated as of February 26, 2015, between VL FUNDING LLC  (“VL Funding”) as the Purchaser and subsequent Seller of certain Loans, and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “VL Funding Eligible Lender Trustee”).

WHEREAS, VL Funding is a limited liability company established for the purpose of purchasing Loans from subsidiaries or affiliates of Navient Corporation and selling Loans to, among others, Navient Funding, LLC (the “Depositor”) for resale to special purpose trusts established for the purpose of financing the purchase of such Loans;

WHEREAS, on the Closing Date, VL Funding has acquired certain Loans from subsidiaries or affiliates of Navient Corporation, and will subsequently enter into a Purchase Agreement with the Depositor, for the purpose of effecting the sale of such Loans to the Depositor;

WHEREAS, during the Supplemental Purchase Period, VL Funding may acquire Additional Trust Student Loans from subsidiaries or affiliates of Navient Corporation and subsequently enter into one or more Additional Purchase Agreements with the Depositor, for the purpose of effecting the sale of such Additional Trust Student Loans (collectively, the applicable Initial Trust Student Loans and the applicable Additional Trust Student Loans are referred to herein as the “Interim Trust Loans”);

WHEREAS, pursuant to the terms of the Purchase Agreement with the Depositor, VL Funding may be required, under certain circumstances, to repurchase some of the Interim Trust Loans; and

WHEREAS, the Eligible Lender Trustee is an “eligible lender” within the meaning of Section 435(d) of the Higher Education Act and is willing to hold legal title to the Interim Trust Loans on behalf and for the benefit of VL Funding.

NOW, THEREFORE, VL Funding and the VL Funding Eligible Lender Trustee hereby agree as follows:

ARTICLE I

Definitions and Usage

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, dated as of February 26, 2015 (the “Indenture”), among Navient Student Loan Trust 2015-1 (the “Trust”), Wells Fargo Bank, N.A., not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), and Wells Fargo Bank, N.A., not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the Trust, as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

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ARTICLE II

Appointment of VL Funding Eligible Lender Trustee

Section 2.1      Appointment of VL Funding Eligible Lender Trustee.  VL Funding hereby appoints the VL Funding Eligible Lender Trustee, effective as of the date hereof, as trustee, to have all the rights, powers and duties set forth herein, including, without limitation:

1. to hold legal title to the Interim Trust Loans on behalf and for the benefit of VL Funding;

2. to enter into and perform its obligations as the VL Funding Eligible Lender Trustee under this Agreement and the VL Funding 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.

Section 2.2      Declaration of Trust.  The VL Funding Eligible Lender Trustee hereby declares that it will hold the Interim Trust Loans in trust upon and subject to the conditions set forth herein for the use and benefit of VL Funding, subject to the obligations of the VL Funding Eligible Lender Trustee under the VL Funding Purchase Agreement.  Effective as of the date hereof, the VL Funding Eligible Lender Trustee shall have all rights, powers and duties set forth herein with respect to accomplishing the purposes of this Agreement.

Section 2.3      Title to Interim Trust Loans.  Legal title to all of the Interim Trust Loans shall be vested at all times in the VL Funding Eligible Lender Trustee on behalf of and for the benefit of VL Funding, under the U.S. Department of Education LID number 829077.

ARTICLE III

Representations and Warranties of VL Funding

VL Funding hereby represents and warrants to the VL Funding Eligible Lender Trustee that:

1. It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

2. It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by VL Funding by all necessary action.

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3. This Agreement constitutes a legal, valid and binding obligation of VL Funding 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 VL Funding, or any indenture, agreement or other instrument to which VL Funding is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to VL Funding of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over VL Funding or its properties.

ARTICLE IV

Authority and Duties of VL Funding Eligible Lender Trustee

Section 4.1      General Authority.  The VL Funding Eligible Lender Trustee is authorized and directed to execute and deliver the VL Funding Purchase Agreement and this Agreement and each certificate or other document attached as an exhibit to or contemplated by such agreements, in each case, in such form as VL Funding shall approve as evidenced conclusively by the VL Funding Eligible Lender Trustee’s execution thereof.  The VL Funding Eligible Lender Trustee is also authorized and directed on behalf and for the benefit of VL Funding to acquire and hold legal title to the Interim Trust Loans and to take all actions required of the VL Funding Eligible Lender Trustee pursuant to the VL Funding Purchase Agreement and this Agreement.

Section 4.2      General Duties.  It shall be the duty of the VL Funding Eligible Lender Trustee to discharge (or cause to be discharged) all its responsibilities as the VL Funding Eligible Lender Trustee pursuant to the terms of the VL Funding Purchase Agreement and this Agreement.

Section 4.3      No Duties Except as Specified in this Agreement.  The VL Funding Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Interim Trust Loans, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the VL Funding Eligible Lender Trustee is a party, except as expressly provided by the terms of the VL Funding Purchase Agreement or this Agreement; and no implied duties or obligations shall be read into this Agreement or the VL Funding Purchase Agreement against the VL Funding Eligible Lender Trustee.

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Section 4.4      No Action Except Under Specified Documents.  The VL Funding Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the VL Funding Eligible Lender Trustee pursuant to this Agreement and the VL Funding Purchase Agreement.

Section 4.5      Restrictions.  The VL Funding Eligible Lender Trustee shall not take any action that is inconsistent with the purposes of the Trust set forth in the Basic Documents.

ARTICLE V

Concerning the VL Funding Eligible Lender Trustee

Section 5.1      Acceptance of Trust and Duties.  The VL Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement.  The VL Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the VL Funding Purchase Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the VL Funding Eligible Lender Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

1. The VL Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the VL Funding Eligible Lender Trustee.

2. No provision of this Agreement or the VL Funding Purchase Agreement shall require the VL Funding Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VL Funding Purchase Agreement, if the VL Funding Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.

3. The VL Funding Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VL Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VL Funding Purchase Agreement.

4. In no event shall the VL Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the VL Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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Section 5.2      Representations and Warranties.  The VL Funding Eligible Lender Trustee hereby represents and warrants to VL Funding that:

1. It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of 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 the VL Funding Purchase Agreement and this Agreement.

2. It has taken all action necessary to authorize the execution and delivery by it of the VL Funding Purchase Agreement and this Agreement, and the VL Funding Purchase Agreement and this Agreement have been executed and delivered by one of its officers who is duly authorized to execute and deliver the same on its behalf.

3. Neither the execution nor the delivery by it of the VL Funding Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal, Delaware, New York or other applicable state law, governmental rule or regulation governing the banking or trust powers of the VL Funding 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 VL Funding Purchase Agreement, and it is and will at all times remain the owner of LID number 829077.

Section 5.3      Not Acting in Individual Capacity.  Except as provided in this Article V, in accepting the trust hereby created, Wells Fargo Bank, N.A. acts solely as VL Funding Eligible Lender Trustee hereunder and not in its individual capacity.

Section 5.4      VL Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans.  The VL Funding Eligible Lender Trustee makes no representations as to the validity or sufficiency of this Agreement or the VL Funding Purchase Agreement, or of any Interim Trust Loan or related documents.  The VL Funding Eligible Lender Trustee shall at no time have any responsibility for or with respect to the sufficiency of the Interim Trust Loans; the validity or completeness of the assignment to the VL Funding Eligible Lender Trustee of legal title to any Interim Trust Loan on behalf and for the benefit of VL Funding; the performance or enforcement (except as expressly set forth in the VL Funding Purchase Agreement) of any Interim Trust Loan; the compliance by VL Funding or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the VL Funding Eligible Lender Trustee.

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ARTICLE VI

Compensation and Indemnity of VL Funding Eligible Lender Trustee

1. The VL Funding Eligible Lender Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between VL Funding and the VL Funding Eligible Lender Trustee, and the VL Funding Eligible Lender Trustee shall be entitled to be reimbursed by VL Funding, 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.

ARTICLE VII

Termination of Interim Trust Agreement

This Agreement (other than Article VI) and the trust created hereby shall terminate and be of no further force or effect upon the earlier of (i) the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

ARTICLE VIII

Successor VL Funding Eligible Lender Trustees

Section 8.1      Eligibility Requirements for VL Funding Eligible Lender Trustee.  The VL Funding Eligible Lender Trustee shall at all times be a corporation or banking association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Interim Trust Loans on behalf and for the benefit of VL Funding, with a valid lender identification number with respect to the Interim Trust Loans from the Department; and (ii) being authorized to exercise corporate trust powers and hold legal title to the Interim Trust Loans.  In case at any time the VL Funding Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the VL Funding Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 8.2.

Section 8.2      Resignation or Removal of VL Funding Eligible Lender Trustee.  The VL Funding Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to VL Funding.  Upon receiving such notice of resignation, VL Funding shall promptly appoint a successor VL Funding Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning VL Funding Eligible Lender Trustee and one copy to the successor VL Funding Eligible Lender Trustee.  If no successor VL Funding Eligible Lender Trustee shall have been so

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appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning VL Funding Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor VL Funding Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning VL Funding Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement or the VL Funding Purchase Agreement until such successor has in fact assumed such appointment.

If at any time the VL Funding Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by VL Funding, then VL Funding may remove the VL Funding Eligible Lender Trustee.  If VL Funding shall remove the VL Funding Eligible Lender Trustee under the authority of the immediately preceding sentence, VL Funding shall promptly appoint a successor VL Funding Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing VL Funding Eligible Lender Trustee so removed and one copy to the successor VL Funding Eligible Lender Trustee together with payment of all fees owed to the outgoing VL Funding Eligible Lender Trustee.

Any resignation or removal of the VL Funding Eligible Lender Trustee and appointment of a successor VL Funding Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor VL Funding Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing VL Funding Eligible Lender Trustee.

Section 8.3      Successor VL Funding Eligible Lender Trustee.  Any successor VL Funding Eligible Lender Trustee appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to VL Funding and to its predecessor VL Funding Eligible Lender Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor VL Funding Eligible Lender Trustee shall become effective and such successor VL Funding Eligible Lender Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as VL Funding Eligible Lender Trustee.  The predecessor VL Funding Eligible Lender Trustee shall upon payment of its fees and expenses deliver to the successor VL Funding Eligible Lender Trustee all documents, statements, moneys and properties held by it under this Agreement and shall assign, if permissible, to the successor VL Funding Eligible Lender Trustee any lender identification number obtained from the Department with respect to the Interim Trust Loans; and VL Funding and the predecessor VL Funding Eligible Lender Trustee, at the sole cost and expense of the Depositor, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor VL Funding Eligible Lender Trustee all such rights, powers, duties and obligations.

No successor VL Funding Eligible Lender Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor VL Funding Eligible Lender Trustee shall be eligible pursuant to Section 8.1.

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Section 8.4      Merger or Consolidation of VL Funding Eligible Lender Trustee.  Any corporation into which the VL Funding Eligible Lender Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the VL Funding Eligible Lender Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the VL Funding Eligible Lender Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the VL Funding Eligible Lender Trustee hereunder; provided that such corporation or banking association shall be eligible pursuant to Section 8.1.

ARTICLE IX

Miscellaneous

Section 9.1      Supplements and Amendments.  This Agreement may be amended by VL Funding and the VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained or any Excess Distribution Certificateholder.

This Agreement may also be amended from time to time by VL Funding and the VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders.

Promptly after the execution of any such amendment or consent, the VL Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the VL Funding Eligible Lender Trustee may prescribe.

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Prior to the execution of any amendment to this Agreement, the VL Funding Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The VL Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the VL Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Section 9.2      Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the VL Funding Eligible Lender Trustee shall be deemed given only upon actual receipt by the VL Funding Eligible Lender Trustee), if to the VL Funding Eligible Lender Trustee, addressed to its Corporate Trust Office; if to VL Funding, addressed to VL Funding LLC, 2001 Edmund Halley Drive, Reston, Virginia 20191, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

Section 9.3      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.4      Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 9.5      Successors and Assigns.  All covenants and agreements contained herein shall be binding upon and to the benefit of, VL Funding and its successors and the VL Funding Eligible Lender Trustee and its successors, all as herein provided.

Section 9.6      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 9.7      Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 9.8      Force Majeure.  In no event shall the VL Funding Eligible Lender Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the VL Funding Eligible Lender Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of its obligations as soon as practicable under the circumstances.

Section 9.9      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties hereto have caused this Interim Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of VL Funding LLC

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

VL FUNDING LLC,

in its capacity as Purchaser and Seller

By: /s/ Mark D. Rein                                                                           

Name:  Mark D. Rein

Title:    Vice President

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EX-4.6

Exhibit 4.6

INDENTURE

among

NAVIENT STUDENT LOAN TRUST 2015-1,

as the Issuer,

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as the Indenture Trustee

and,

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as the Eligible Lender Trustee

Dated as of February 26, 2015

TABLE OF CONTENTS

Page

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 3.1A  [Reserved].	10
SECTION 3.2   Maintenance of Office or Agency	10
SECTION 3.3   Money for Payments to be Held in Trust	10
SECTION 3.4   Existence	12
SECTION 3.5   Protection of Indenture Trust Estate	12
SECTION 3.6   Opinions as to Indenture Trust Estate	13
SECTION 3.7   Performance of Obligations; Servicing of Trust Student Loans	13
SECTION 3.8   Negative Covenants	16
SECTION 3.9   Annual Statement as to Compliance	16
SECTION 3.10   Issuer May Consolidate, etc., Only on Certain Terms	17
SECTION 3.11   Successor or Transferee	18
SECTION 3.12   No Other Business	18
SECTION 3.13   No Borrowing	18

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SECTION 3.14   Obligations of Servicer and Administrator	18
SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities	19
SECTION 3.16   Capital Expenditures	19
SECTION 3.17   Restricted Payments	19
SECTION 3.18   Notice of Events of Default	19
SECTION 3.19   Further Instruments and Acts	19
SECTION 3.20   Representations and Warranties	20
ARTICLE IV Satisfaction and Discharge
SECTION 4.1   Satisfaction and Discharge of Indenture	20
SECTION 4.2   Application of Trust Money	21
SECTION 4.3   Repayment of Moneys Held by Paying Agent	22
SECTION 4.4   Auction of Trust Student Loans	22
ARTICLE V Remedies
SECTION 5.1   Events of Default	23
SECTION 5.2   Acceleration of Maturity; Rescission and Annulment	24
SECTION 5.3   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	24
SECTION 5.4   Remedies; Priorities	26
SECTION 5.5   Optional Preservation of the Trust Student Loans	28
SECTION 5.6   Limitation of Suits	29
SECTION 5.7   Unconditional Rights of Noteholders to Receive Principal and Interest	29
SECTION 5.8   Restoration of Rights and Remedies	29
SECTION 5.9   Rights and Remedies Cumulative	30
SECTION 5.10   Delay or Omission Not a Waiver	30
SECTION 5.11   Control by Noteholders	30
SECTION 5.12   Waiver of Past Defaults	30
SECTION 5.13   Undertaking for Costs	31
SECTION 5.14   Waiver of Stay or Extension Laws	31
SECTION 5.15   Action on Notes	31
SECTION 5.16   Performance and Enforcement of Certain Obligations.	32
ARTICLE VI The Indenture Trustee
SECTION 6.1   Duties of Indenture Trustee	32
SECTION 6.2   Rights of Indenture Trustee	34
SECTION 6.3   Individual Rights of Indenture Trustee	35
SECTION 6.4   Indenture Trustee’s Disclaimer	35
SECTION 6.5   Notice of Defaults	35
SECTION 6.6   Reports by Indenture Trustee to Noteholders	35
SECTION 6.7   Compensation and Indemnity	36
SECTION 6.8   Replacement of Indenture Trustee	36
SECTION 6.9   Successor Indenture Trustee by Merger	37
SECTION 6.10   Appointment of Co-Trustee or Separate Trustee	38
SECTION 6.11   Eligibility; Disqualification	39

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SECTION 6.12   Preferential Collection of Claims Against the Issuer	39
SECTION 6.13   Rule 15Ga-1 Information	39
ARTICLE VII Noteholders’ Lists and Reports
SECTION 7.1   Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	40
SECTION 7.2   Preservation of Information; Communications to Noteholders	41
SECTION 7.3   Reports by Issuer.	41
ARTICLE VIII Accounts, Disbursements and Releases
SECTION 8.1   Collection of Money	42
SECTION 8.2   Trust Accounts	42
SECTION 8.3   General Provisions Regarding Accounts	43
SECTION 8.4   Release of Indenture Trust Estate	44
SECTION 8.5   Opinion of Counsel	45
ARTICLE IX Supplemental Indentures
SECTION 9.1   Supplemental Indentures Without Consent of Noteholders.	45
SECTION 9.2   Supplemental Indentures With Consent of Noteholders	46
SECTION 9.3   Execution of Supplemental Indentures	47
SECTION 9.4   Effect of Supplemental Indenture	48
SECTION 9.5   Conformity with Trust Indenture Act	48
SECTION 9.6   Reference in Notes to Supplemental Indentures	48
ARTICLE X Redemption of Notes
SECTION 10.1   Redemption	48
SECTION 10.2   Form of Redemption Notice	49
SECTION 10.3   Notes Payable on Redemption Date	49
ARTICLE XI Miscellaneous
SECTION 11.1   Compliance Certificates and Opinions, etc	49
SECTION 11.2   Form of Documents Delivered to Indenture Trustee	51
SECTION 11.3   Acts of Noteholders	52
SECTION 11.4   Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	52
SECTION 11.5   Notices to Noteholders; Waiver	53
SECTION 11.6   Alternate Payment and Notice Provisions	54
SECTION 11.7   Conflict with Trust Indenture Act	54
SECTION 11.8   Effect of Headings and Table of Contents	54
SECTION 11.9   Successors and Assigns	54
SECTION 11.10   Separability	54
SECTION 11.11   Benefits of Indenture	54
SECTION 11.12   Legal Holidays	54
SECTION 11.13   GOVERNING LAW	54
SECTION 11.14   Counterparts	55

iii

SECTION 11.15   Recording of Indenture	55
SECTION 11.16   Trust Obligations	55
SECTION 11.17   No Petition	55
SECTION 11.18   Inspection	56
SECTION 11.19   Waiver of Jury Trial	56
SECTION 11.20   Limited Recourse	56
SECTION 11.21   Force Majeure	56
SECTION 11.22   Compliance with Applicable Law	56
ARTICLE XII Compliance with Regulation AB
SECTION 12.1   Intent of the Parties; Reasonableness	57
ARTICLE XIII Tax Considerations
SECTION 13.1   Acknowledgement of Parties	57

iv

APPENDICES, SCHEDULES AND EXHIBITS

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

v

INDENTURE, dated as of February 26, 2015, among NAVIENT STUDENT LOAN TRUST 2015-1, a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as eligible lender trustee on behalf of the Issuer (in such capacity, the “Eligible Lender Trustee”), and not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s Student Loan-Backed Notes (the “Notes”):

GRANTING CLAUSE

The Issuer (and, with respect to the record ownership interest in the Trust Student Loans, the Eligible Lender Trustee) hereby Grant to the Indenture Trustee, as trustee for the benefit of the Noteholders, effective as of the Closing Date all of their right, title and interest, whether now owned or hereafter acquired, in and to the following:

(a)             the Trust Student Loans, and all obligations of the Obligors thereunder including all moneys accrued and paid thereunder on or after the applicable Cutoff Date and all guaranties and other rights relating to the Trust Student Loans;

(b)             the Servicing Agreement, including the right of the Issuer to cause the Servicer to purchase Trust Student Loans from the Issuer under circumstances described therein;

(c)             the related Sale Agreement, including the right of the Issuer to cause the Depositor to repurchase Trust Student Loans from the Issuer under the circumstances described therein and including the rights of the Depositor under the Purchase Agreements;

(d)             the Navient CFC Purchase Agreement, the Blue Ridge Funding Purchase Agreement, the Red Wolf Funding Purchase Agreement and the VL Funding Purchase Agreement, to the extent that the rights of the Depositor thereunder have been assigned to the Issuer pursuant to the Sale Agreement, including the right of the Depositor to cause Navient CFC, Blue Ridge Funding, Red Wolf Funding or VL Funding, as the case may be, to repurchase Trust Student Loans from the Depositor under the circumstances described in the applicable Purchase Agreement;

(e)             the Administration Agreement and any agreement representing Eligible Repurchase Obligations between the Trust and an Eligible Repo Counterparty to be entered into from time to time;

(f)             each Guarantee Agreement, including the right of the Issuer to cause the related Guarantor to make Guarantee Payments in respect of the Trust Student Loans;

(g)             the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, including the Reserve Account Initial Deposit, the Supplemental Purchase Account Initial Deposit, the Borrower Benefit Account Initial Deposit, if any, the Floor Income Rebate Account and the Collection Account Initial Deposit, if any, and all investments and proceeds thereof (including all income thereon);

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(h)             [Reserved];

(i)             all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, general intangibles, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing assets described in clauses (a) through (g); and

(j)             all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights (each as defined in the applicable Uniform Commercial Code) and other supporting obligations relating to the foregoing; and all proceeds (as defined in the applicable Uniform Commercial Code) with respect to the foregoing assets described in clauses (a) through and including (i) (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, to secure compliance with the provisions of this Indenture.

The Indenture Trustee, as indenture trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.

ARTICLE I

Definitions and Usage

SECTION 1.1   Definitions and Usage.  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A hereto, which also contains rules as to usage that shall be applicable herein.

SECTION 1.2   Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” mean the Notes.

“indenture security holder” means a Noteholder.

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“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

ARTICLE II

The Notes

SECTION 2.1   Form.  The Notes, together with the Indenture Trustee’s certificate of authentication, shall be in substantially the forms set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing the Notes, as evidenced by their execution of the Notes.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.

Each class of Notes will be represented by interests in a book-entry note certificate deposited on the Closing Date with Wells Fargo Bank, N.A., as custodian for DTC (the “DTC Custodian”), and registered in the name of Cede & Co. as initial nominee for DTC.

SECTION 2.2   Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers.  The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Indenture Trustee shall upon Issuer Order authenticate and deliver the Notes in an aggregate principal amount of $1,000,000,000, of which $343,600,000 shall be denominated Class A-1 Notes, $629,700,000 shall be denominated Class A-2 Notes and $26,700,000 shall be denominated Class B Notes.  The aggregate principal amount of Notes Outstanding at any time may not exceed $1,000,000,000 except as provided in Section 2.5.

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Each Note shall be dated the date of its authentication.  The Notes shall be issuable as registered notes in minimum denominations of $25,000 and additional increments of $1,000.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.3   Temporary Notes.  Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture determined to be appropriate by an Authorized Officer of the Issuer executing the temporary Notes, as evidenced by his or her execution of such temporary Notes.

If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay.  After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder.  Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

SECTION 2.4   Registration; Registration of Transfer and Exchange.  The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes.  The Indenture Trustee shall be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.

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Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations and a like aggregate principal amount.

At the option of the Noteholder, Notes may be exchanged for other Notes in any authorized denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee, duly executed by the Noteholder thereof or such Noteholder’s attorney and duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

SECTION 2.5   Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Owner Trustee and the Indenture Trustee such security or indemnity as may be required by

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each of them to hold the Issuer, the Owner Trustee and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within 15 days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof.  If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.6   Persons Deemed Owner.  Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of, interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.7   Payment of Principal and Interest; Note Interest Shortfall. (a) The Notes shall accrue interest as provided in the forms of Notes set forth in Exhibit A and such interest shall be payable on each applicable Distribution Date as specified therein, subject to Section 3.1.  Any installment of interest or principal, if any, payable on any Note which is

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punctually paid or duly provided for by the Issuer on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the applicable Clearing Agency, for the Notes, payment shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the Note Final Maturity Date for such Note which shall be payable as provided below.  The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(b)             The principal amount of each class of Notes shall be payable in installments on each applicable Distribution Date as provided in the related form of such Note set forth in Exhibit A.  Notwithstanding the foregoing, the Outstanding Amount of each class of Notes shall be due and payable, if not previously paid, on the Note Final Maturity Date for such class of Notes and on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Noteholders of the Notes representing at least a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2.  All principal payments on the Notes shall be made pro rata to the specific class of Noteholders entitled thereto.  The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid.  Such notice shall be mailed or transmitted prior to such final Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.  Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

(c)             If the Issuer defaults in a payment of interest at the applicable Note Rate on the Notes, the Issuer shall pay the resulting Note Interest Shortfall on the following Distribution Date as provided in the Administration Agreement.

SECTION 2.8   Cancellation.  All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture.  All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time, unless the Issuer shall direct by an Issuer Order that the canceled Notes be returned to it and so long as such Issuer Order is timely and the canceled Notes have not been previously disposed of by the Indenture Trustee.

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SECTION 2.9   Release of Collateral.  Subject to Section 11.1 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officers’ Certificate of the Issuer, an Opinion of Counsel and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

SECTION 2.10   Book-Entry Notes.  The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the applicable initial Clearing Agency, by the Issuer, or on behalf of the Issuer.  Such Notes shall initially be registered on the Note Register in the name of the nominee of the related initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a “Definitive Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12.  Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.12:

(i)                   the provisions of this Section shall be in full force and effect;

(ii)                   the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;

(iii)                   to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv)                   the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants;

(v)                   whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and

(vi)                   upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt

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prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law.  Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

SECTION 2.11   Notices to Clearing Agency.  Whenever a notice or other communication to the Noteholders is required under this Indenture to be given to Noteholders, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to the applicable Clearing Agency.

SECTION 2.12   Definitive Notes.  If (i) the Administrator advises the Indenture Trustee in writing that a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no alternative clearing system acceptable to the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator within 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through such Clearing Agency, or (iii) after the occurrence of an Event of Default, a Servicer Default or an Administrator Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the applicable Clearing Agency (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through such Clearing Agency is no longer in the best interests of such Note Owners, then the Indenture Trustee shall cause such Clearing Agency to notify all Note Owners of Notes cleared through such Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same.

Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes.  None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the holders of the Definitive Notes as Noteholders.

Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, the related Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar federal, state, local or foreign law.  Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

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SECTION 2.13   Noteholder FATCA Information. Each Noteholder, by acceptance of a Note shall be deemed to have agreed to provide the Indenture Trustee with the Noteholder Tax Identification Information and, to the extent any FATCA Withholding Tax is applicable, the Noteholder FATCA Information.  In addition, each Noteholder shall be deemed to understand that the Indenture Trustee has the right to withhold interest payable with respect to a Note (without any corresponding gross-up) to any Noteholder that fails to comply with the foregoing requirements.  If the Issuer has actual knowledge that FATCA Withholding Tax applies, the Issuer will notify the Indenture Trustee thereof.

ARTICLE III

Covenants, Representations and Warranties

SECTION 3.1   Payments to Noteholders.  The Issuer shall duly and punctually pay the principal and interest, if any, with respect to the Notes in accordance with the terms of the Notes and this Indenture.  Without limiting the foregoing, the Issuer shall cause to be distributed to Noteholders in accordance with the Administration Agreement that portion of the amounts on deposit in the Trust Accounts on a Distribution Date (other than any Eligible Investments deposited therein that will mature on the Business Day preceding a subsequent Distribution Date), which the Noteholders are entitled to receive pursuant to Sections 2.7 and 2.8 of the Administration Agreement.  Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

SECTION 3.1A  [Reserved].

SECTION 3.2   Maintenance of Office or Agency.  The Issuer shall maintain in the Borough of Manhattan, The City of New York, the City of Minneapolis, Minnesota, and in such other international jurisdiction if any of the Notes are listed on a stock exchange of international standing and the rules of such exchange so require, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes.  The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency.  If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.3   Money for Payments to be Held in Trust.  As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts distributed from the Collection Account or any other Trust Account pursuant to Section 2.7, or deposited into the Collection Account from the

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Supplemental Purchase Account, the Borrower Benefit Account, the Floor Income Rebate Account or the Reserve Account, pursuant to Sections 2.7 and 2.8 of the Administration Agreement shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so distributed from the Collection Account or any other Trust Account for payments to Noteholders shall be paid over to the Issuer except as provided in this Section.

On or before the Business Day next preceding each Distribution Date and Redemption Date, the Issuer shall distribute or cause to be distributed to the Indenture Trustee (or any other Paying Agent) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.

The Issuer shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

(i)                   hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii)                   give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge (or any other obligor upon the Notes) in the making of any payment required to be made with respect to the Notes;

(iii)                   at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv)                   immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payments due under the Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(v)                   comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

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Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request or if the Issuer has been terminated to the holder of the Excess Distribution Certificate at the time the Issuer was terminated upon its written request; and the Noteholder thereof shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York and in such other international jurisdiction if any of the Notes are listed on a stock exchange of international standing and the rules of such exchange so require, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.  The Indenture Trustee shall also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Noteholder).

SECTION 3.4   Existence.  The Issuer shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate.

SECTION 3.5   Protection of Indenture Trust Estate.  The Issuer will from time to time execute and deliver all such supplements and amendments hereto, all such financing statements and continuation statements and will take such other action necessary or advisable to:

(i)                   maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(ii)                   perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;

(iii)                   enforce any of the Collateral; or

(iv)                   preserve and defend title to the Indenture Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Indenture Trust Estate against the claims of all persons and parties.

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The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section.

SECTION 3.6   Opinions as to Indenture Trust Estate.  (a)  On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture as is necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b)             On or before December 31 in each calendar year, beginning in 2015, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture and any indentures supplemental hereto as is necessary to maintain the lien and security interest created by this Indenture and relating the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe the recording, filing, recording and refiling of this Indenture and any indentures supplemental hereto that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until December 31 in the following calendar year.

SECTION 3.7   Performance of Obligations; Servicing of Trust Student Loans.

(a)             The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Indenture Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, any other Basic Document or such other instrument or agreement.

(b)             The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officers’ Certificate of the Issuer shall be deemed to be action taken by the Issuer; provided, however, the Issuer shall not be liable for any acts of Persons with whom the Issuer has contracted with reasonable care.  Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.  The Issuer shall give written notice to the Indenture Trustee and each Rating Agency then rating the Notes of any such contract with any other Person.

(c)             The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and the instruments and agreements included in the Indenture Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements prepared by the Issuer and required to be filed by the terms of this Indenture and the Administration Agreement in accordance with and within the time periods provided for herein and therein.  Except as otherwise expressly provided therein,

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the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee or the Noteholders of at least a majority of the Outstanding Amount of the Notes.  The Issuer shall give written notice to each Rating Agency then rating the Notes of any such waiver, amendment, modification, supplement or termination that requires the consent of the Indenture Trustee or the Noteholders of at least a majority of the Outstanding Amount of the Notes.

(d)             If an Authorized Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default or an Administrator Default under the Servicing Agreement or the Administration Agreement, respectively, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies then rating the Notes thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default.  If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement, as the case may be, with respect to the Trust Student Loans, the Issuer shall take all reasonable steps available to it to enforce its rights under the Basic Documents in respect of such failure.

(e)             As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers, pursuant to Section 5.1 of the Servicing Agreement, or to the Administrator of the Administrator’s rights and powers, pursuant to Section 5.1 of the Administration Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”) or a successor administrator (the “Successor Administrator”), respectively, and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee.  In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the Servicer or Administrator, as the case may be, ceases to act as Servicer or Administrator, respectively, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer or Successor Administrator, as the case may be.  The Indenture Trustee may resign as the Successor Servicer or the Successor Administrator by giving written notice of resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer or a new administrator, as the case may be, enters into an agreement with the Issuer as provided below; provided, however, that nothing herein shall require or permit the Indenture Trustee to act as Servicer, or otherwise service the Trust Student Loans, in violation of the Higher Education Act.  Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement or a new administrator as the Successor Administrator under the Administration Agreement, as the case may be.  Any Successor Servicer or Successor Administrator, other than the Indenture Trustee, shall (i) be an established institution (A) that satisfies any requirements of the Higher Education Act applicable to servicers and (B) whose regular business includes the servicing or administration of student loans, as the case may be, and (ii) enter into a servicing agreement or an administration agreement, respectively, with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement and the Administration Agreement, as applicable.  If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer or new administrator, as the case may be, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer or Successor

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Administrator, as applicable; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.  In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement or Administration Agreement, as applicable, and in accordance with Section 5.2 of the Servicing Agreement and Section 5.2 of the Administration Agreement, the Issuer shall enter into an agreement with such successor for the servicing or administration of the Trust Student Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee).  If the Indenture Trustee shall succeed as provided herein to the Servicer’s duties as Servicer with respect to the Trust Student Loans, or the Administrator’s duties as Administrator with respect to the Issuer and the Trust Student Loans, as the case may be, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer or the Administrator, as the case may be, and the servicing or administration of the Trust Student Loans.  In case the Indenture Trustee shall become successor to the Servicer or the Administrator, the Indenture Trustee shall be entitled to appoint as Servicer or as Administrator, as the case may be, any one of its Affiliates, provided that such appointment shall not affect or alter in any way the liability of the Indenture Trustee as Successor Servicer or Successor Administrator, respectively, in accordance with the terms hereof.

(f)             Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, or any termination of the Administrator’s rights and powers pursuant to the Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes.  As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency then rating the Notes of such appointment, specifying in such notice the name and address of such Successor Servicer or such Successor Administrator.

(g)             [Reserved].

(h)             Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not, without the prior written consent of the Indenture Trustee or the Noteholders of at least a majority in Outstanding Amount of the Notes, amend, modify, supplement, terminate, waive or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Basic Documents, except to the extent otherwise provided in the Basic Documents, or waive timely performance or observance by the Servicer, the Administrator, the Depositor, any Excess Distribution Certificateholder, Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding, the Issuer, the Eligible Lender Trustee or the Owner Trustee under the Basic Documents; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes which are required to consent to any such amendment, without the consent of the Noteholders of all the Outstanding Notes.  If any such amendment, modification, supplement or waiver shall be

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so consented to by the Indenture Trustee or such Noteholders, the Issuer shall give written notice thereof to each Rating Agency then rating the Notes and agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

SECTION 3.8   Negative Covenants.  So long as any Notes are Outstanding, the Issuer shall not:

(i)                   except as expressly permitted by this Indenture or any other Basic Document, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate, unless directed to do so by the Indenture Trustee;

(ii)                   claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or

(iii)                   (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens and other liens that arise by operation of law, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax or other lien) security interest in the Indenture Trust Estate.

SECTION 3.9   Annual Statement as to Compliance.  The Issuer will deliver to the Indenture Trustee and each Rating Agency then rating the Notes, within 90 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ending December 31, 2015), an Officers’ Certificate of the Issuer stating that:

(i)                   a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officers’ supervision; and

(ii)                   to the best of such Authorized Officers’ knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officers and the nature and status thereof.

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SECTION 3.10   Issuer May Consolidate, etc., Only on Certain Terms.

(a)             The Issuer shall not consolidate or merge with or into any other Person, unless:

(i)                   the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of, and interest, if any, on all Notes and the performance or observance of every agreement and covenant of this Indenture and the other Basic Documents on the part of the Issuer to be performed or observed, all as provided herein;

(ii)                   immediately after giving effect to such transaction, no Default shall have occurred and be continuing;

(iii)                   the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)                   the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal or Delaware state tax consequence to the Issuer or any Noteholder;

(v)                   any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi)                   the Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate of the Issuer and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b)             The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Indenture Trust Estate, to any Person, unless:

(i)                   the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of, and interest, if any, on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Noteholders, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

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(ii)                   immediately after giving effect to such transaction, no Default shall have occurred and be continuing;

(iii)                   the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)                   the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal or Delaware state tax consequence to the Issuer or any Noteholder;

(v)                   any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi)                   the Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate of the Issuer and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

SECTION 3.11   Successor or Transferee.  (a)  Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b)             Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), Navient Student Loan Trust 2015-1 will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery by the Issuer of written notice to the Indenture Trustee stating that Navient Student Loan Trust 2015-1 is to be so released.

SECTION 3.12   No Other Business.  The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Trust Student Loans and the other assets of the Issuer and related proceeds thereof, in the manner contemplated by this Indenture and the other Basic Documents and activities incidental thereto.

SECTION 3.13   No Borrowing.  The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Notes.

SECTION 3.14   Obligations of Servicer and Administrator.  The Issuer shall cause the Servicer to comply with Sections 3.1, 3.2 and 3.3 of the Administration Agreement and Section 3.7 of the Servicing Agreement and the Administrator to comply with Sections 2.11, 3.1, 3.2 and 3.3 of the Administration Agreement.

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SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities.   Except as contemplated by this Indenture and the other Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

SECTION 3.16   Capital Expenditures.  The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

SECTION 3.17   Restricted Payments.  The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Eligible Lender Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer or the Administrator, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions to the Servicer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee, the Noteholders, the Administrator, the Depositor and the Excess Distribution Certificateholder as contemplated by, and to the extent funds are available for such purpose under, this Indenture and the other Basic Documents.  The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or any other Trust Account except in accordance with this Indenture and the other Basic Documents.

SECTION 3.18   Notice of Events of Default.  The Issuer shall give the Indenture Trustee and the Rating Agencies then rating the Notes prompt written notice of each Event of Default hereunder and each default on the part of (i) the Depositor of its obligations under the Sale Agreement, (ii) Navient CFC of its obligations under the Navient CFC Purchase Agreement, (iii) Blue Ridge Funding of its obligations under the Blue Ridge Funding Purchase Agreement, (iv) Red Wolf Funding of its obligations under the Red Wolf Funding Purchase Agreement, (v) VL Funding of its obligations under the VL Funding Purchase Agreement, (vi) the Servicer of its obligations under the Servicing Agreement and (vii) the Administrator of its obligations under the Administration Agreement.  In addition, the Issuer shall deliver to the Indenture Trustee and each Rating Agency then rating the Notes, within five days after the occurrence thereof, written notice in the form of an Officers’ Certificate of the Issuer of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii), its status and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 3.19   Further Instruments and Acts.  Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

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SECTION 3.20   Representations and Warranties.  The Issuer and, with respect to clause (e) only, the Eligible Lender Trustee represent and warrant to the Indenture Trustee that, as of the Closing Date:

(a)             this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Student Loans in favor of the Indenture Trustee, 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 the Issuer and Eligible Lender Trustee;

(b)             the Trust Student Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Section 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;

(c)             the Issuer has caused or will have caused, within 30 days, 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 Indenture Trustee hereunder;

(d)             the Eligible Lender Trustee owns and has legal title to the Trust Student Loans and the Issuer owns the economic beneficial interest in the Trust Student Loans, which (except for any obligations created pursuant to this Indenture) are free and clear of any Lien, claim or encumbrance of any Person; and

(e)             other than the security interest granted to the Indenture Trustee pursuant to this Agreement, the Eligible Lender Trustee has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any interest in the Trust Student Loans.  Neither the Eligible Lender Trustee nor the Issuer has authorized the filing of and is not aware of any financing statements against the Issuer or the Eligible Lender Trustee that include a description of collateral covering the Trust Student Loans other than any financing statements relating to the beneficial interest of the Issuer and the security interest granted to the Indenture Trustee hereunder other than any financing statement that has been terminated.  The Issuer is not aware of any judgment or tax lien filings against the Issuer.

ARTICLE IV

Satisfaction and Discharge

SECTION 4.1   Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including, without limitation, the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

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(a)             either

(1)           all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or

(2)           all Notes not theretofore delivered to the Indenture Trustee for cancellation:

(i)      have become due and payable,

(ii)      will become due and payable at their respective Note Final Maturity Date, within one year, or

(iii)         are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the related Note Final Maturity Date;

(b)             the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(c)             the Issuer has delivered to the Indenture Trustee an Officers’ Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

SECTION 4.2   Application of Trust Money.  All moneys deposited with the Indenture Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Administration Agreement or required by law.

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SECTION 4.3   Repayment of Moneys Held by Paying Agent.   In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 4.4   Auction of Trust Student Loans.  On the date (the “Trust Auction Date”) that is three Business Days prior to the Distribution Date immediately following the end of the first Collection Period when the Pool Balance is equal to 10% or less of the Initial Pool Balance, any Trust Student Loans remaining in the Trust may, and at the written direction of either the Administrator or Noteholders of at least a majority of the Outstanding Amount of all of the Notes shall, be offered for sale by the Indenture Trustee unless the Servicer has exercised its option to purchase the Trust Estate as described in Section 6.1(a) of the Administration Agreement with respect to such Distribution Date.  The Servicer will be deemed to have waived such option if it fails to notify the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee of its exercise thereof in writing prior to the Indenture Trustee’s acceptance of a bid to purchase such Trust Student Loans; provided, however, that there shall be no such offer for sale if the Indenture Trustee fails to provide notice to the Servicer in accordance with this Section 4.4.  The Indenture Trustee shall provide written notice to the Servicer of any such offer for sale at least five (5) Business Days in advance of the Trust Auction Date.  The Indenture Trustee shall permit the Depositor or any of its Affiliates, including Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding and the Servicer, to offer bids only if the Pool Balance as of the applicable Trust Auction Date is equal to 10% or less of the Initial Pool Balance, and such bid does not exceed the fair market value of the Trust Student Loans as of the Trust Auction Date.  If the auction is conducted and at least two bids are received, the Indenture Trustee shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids.  The Indenture Trustee shall accept the highest remaining bid if it is equal to or in excess of both (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of such Trust Student Loans as of the end of the Collection Period immediately preceding the Trust Auction Date.  If at least two bids are not received or the highest bid after the resolicitation process is completed is not equal to or in excess of the higher of (i) the Minimum Purchase Amount (plus any amounts owed to the Servicer for any Carryover Servicing Fees of which the Servicer has advised the Indenture Trustee in writing) and (ii) the fair market value of the Trust Student Loans, the Indenture Trustee shall not consummate such sale.  The Indenture Trustee may consult, and, at the direction (and at the sole cost and expense) of the Administrator, shall consult, with a financial advisor, including an Underwriter of the Notes or the Administrator, to determine if the fair market value of the Trust Student Loans has been offered.  The proceeds of any such sale will be paid at the time set forth in Section 2.6 of the Administration Agreement and applied in the order of priority set forth in Section 5.4(b).  If the sale is not consummated in accordance with the foregoing, the Indenture Trustee may, and at the written direction of either the Administrator or Noteholders of at least a majority of the Outstanding Amount of the Notes shall, solicit bids for sale of the Trust Student Loans with respect to future Distribution Dates upon terms similar to those described above, including the Servicer’s waiver of its option to purchase the Trust Estate in accordance with Section 6.1(a) of the Administration Agreement with respect to each such future Distribution Date.

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ARTICLE V

Remedies

SECTION 5.1   Events of Default.  “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i)                   default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five Business Days; provided that, for the avoidance of doubt, 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; or

(ii)                   default in the payment of the principal of any Note when the same becomes due and payable on the related Note Final Maturity Date; or

(iii)                   default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing having been incorrect in any material respect as of the time when made, such default or breach having a material adverse effect on the holders of the Notes, and such default or breach shall continue or not be cured, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at least 25% of the Outstanding Amount of the Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder; or

(iv)                   the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Indenture Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(v)                   the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver,

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liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing.

SECTION 5.2   Acceleration of Maturity; Rescission and Annulment.  If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Noteholders representing at least a majority of the Outstanding Amount of the Notes may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable, subject, however, to Section 5.4 of this Indenture.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Noteholders of Notes representing at least a majority of the Outstanding Amount of the Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i)                   the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(a)           all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(b)           all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and

(ii)                   all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

SECTION 5.3   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.  The Issuer covenants that if (i) Default is made in the payment of any interest on any Note when the same becomes due and payable, and such Default continues for a period of five days, or (ii) Default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with

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interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(a)             In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.

(b)             If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(c)             In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i)                   to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

(ii)                   unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

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(iii)                   to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and the Indenture Trustee on their behalf; and

(iv)                   to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by the Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

(d)             Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(e)             All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders.

(f)             In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

SECTION 5.4   Remedies; Priorities.  If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or, upon the written instruction of the Noteholders of 100% of the Outstanding Amount of the Notes, shall, do one or more of the following (subject to Section 5.5):

(a)             (i)           institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes moneys adjudged due;

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(ii)                   institute Proceedings from time to time for the complete or partial foreclosure of this Indenture, with respect to the Indenture Trust Estate;

(iii)                   exercise any remedies of a secured party under the UCC with respect to the Trust Estate and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;

(iv)                   sell the Indenture Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and/or

(v)                   elect to have the Eligible Lender Trustee maintain ownership of the Trust Student Loans and continue to apply collections with respect to the Trust Student Loans as if there had been no declaration of acceleration;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii) with respect to the Class A Notes, unless (A) the Noteholders of 100% of the Outstanding Amount of the Class A Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Class A Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Class A Notes for principal and interest or (C) the Indenture Trustee determines that the Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Class A Notes as would have become due if the Class A Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Noteholders of 66 2/3% of the Outstanding Amount of the Class A Notes; provided, further, that the Indenture Trustee may not sell or otherwise liquidate the Indenture Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii) with respect to the Class A Notes, unless (D) the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders are sufficient to pay to the Class B Noteholders the Outstanding Amount of the Class B Notes plus accrued and unpaid interest thereon or (E) if the proceeds of such sale or liquidation distributable to the Class B Noteholders plus the proceeds of the sale or liquidation of the Trust Estate distributable to the Class B Noteholders would not be sufficient to pay to the Class B Noteholders the Outstanding Amount plus accrued and unpaid interest thereon, the Class B Noteholders of at least a majority of the Outstanding Amount of the Class B Notes consent thereto.  In determining such sufficiency or insufficiency with respect to clauses (B), (C), (D) and (E), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Indenture Trust Estate and/or Trust Estate, as applicable, for such purpose.

(b)             Notwithstanding the provisions of Section 2.8 of the Administration Agreement, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, if the Indenture Trustee collects any money or property, it shall pay out, on each Distribution Date, the money or property (and other amounts including amounts, if any, held on deposit in each of the Trust Accounts) held as Collateral for the benefit of the Noteholders, net of liquidation costs associated with the sale of the assets of the Trust, in the following order:

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FIRST:            pro rata, to the Indenture Trustee, for annual fees and any other amounts due and owing under Section 6.7, and to the Eligible Lender Trustee and the Owner Trustee, for annual fees and any other amounts due and owing under Sections 8.1 and 8.3 of the Trust Agreement (but, in each case, only to the extent not paid by the Administrator or the Depositor);

SECOND:       to the Servicer for due and unpaid Primary Servicing Fees;

THIRD:           to the Administrator, any due and unpaid Administration Fees;

FOURTH:       to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount;

FIFTH:            to the Class A Noteholders, pro rata, an amount sufficient to reduce the Outstanding Amount of each class of the Class A Notes to zero;

SIXTH:           to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount;

SEVENTH:     to the Class B Noteholders an amount sufficient to reduce the Outstanding Amount of the Class B Notes to zero;

EIGHTH:        to the Servicer, for any unpaid Carryover Servicing Fees; and

NINTH:          to the Excess Distribution Certificateholder, any remaining funds after application of the preceding clauses.

Following liquidation of the Indenture Trust Estate in accordance with Section 5.4(a) above, the Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this subsection (b).  At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder and the Issuer a notice that states the record date, the payment date and the amount to be paid.

(c)           [Reserved].

SECTION 5.5   Optional Preservation of the Trust Student Loans.  If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Indenture Trust Estate.  It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Indenture Trust Estate.  In determining whether to maintain possession of the Indenture Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Indenture Trust Estate for such purpose.

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SECTION 5.6   Limitation of Suits.  No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i)                   such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(ii)                   the Noteholders of not less than 25% of the Outstanding Amount of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(iii)                   such Noteholder or Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

(iv)                   the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; and

(v)                   no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of at least a majority of the Outstanding Amount of the Notes;

it being understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

SECTION 5.7   Unconditional Rights of Noteholders to Receive Principal and Interest.  Notwithstanding any other provisions in this Indenture, each Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on its Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.

SECTION 5.8   Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in

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every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.9   Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.10   Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default shall impair any such right or remedy or constitute a waiver of any such Default or an acquiescence therein.  Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

SECTION 5.11   Control by Noteholders.  The Noteholders of at least a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that

(i)                   such direction shall not be in conflict with any rule of law or with this Indenture;

(ii)                   subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by the Noteholders of not less than 100% of the Outstanding Amount of the Notes;

(iii)                   if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and

(iv)                   the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

SECTION 5.12   Waiver of Past Defaults.  Prior to the time a judgment or decree for payment of money due has been obtained, as described in Section 5.2, the Noteholders of at least a majority of the Outstanding Amount of the Notes may waive any

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past Default and its consequences except a Default (a) in payment when due of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Noteholder.  In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

SECTION 5.13   Undertaking for Costs.  All parties to this Indenture agree, and each Noteholder by such Noteholder’s acceptance of any Note shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

SECTION 5.14   Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.15   Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture.  Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Indenture Trust Estate or upon any of the assets of the Issuer.  Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b).

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SECTION 5.16   Performance and Enforcement of Certain Obligations.

(a)             Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the Navient CFC Purchase Agreement, the Blue Ridge Funding Purchase Agreement, the Red Wolf Funding Purchase Agreement, the VL Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Navient CFC Purchase Agreement, the Blue Ridge Funding Purchase Agreement, the Red Wolf Funding Purchase Agreement, the VL Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the Navient CFC Purchase Agreement, the Blue Ridge Funding Purchase Agreement, the Red Wolf Funding Purchase Agreement, the VL Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be.

(b)             If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the Navient CFC Purchase Agreement, the Blue Ridge Funding Purchase Agreement, the Red Wolf Funding Purchase Agreement, the VL Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, including the right or power to take any action to compel or secure performance or observance by the Depositor, Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the Navient CFC Purchase Agreement, the Blue Ridge Funding Purchase Agreement, the Red Wolf Funding Purchase Agreement, the VL Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended.

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ARTICLE VI

The Indenture Trustee

SECTION 6.1   Duties of Indenture Trustee.  (a)  If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)             Except during the continuance of an Event of Default:

(i)                   the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii)                   in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)             The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)                   this paragraph (c) does not limit the effect of paragraph (b) of this Section;

(ii)                   the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii)                   the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction of the Noteholders received by it pursuant to Section 5.11.

(d)             The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(e)             Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the other Basic Documents.

(f)             No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it.

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(g)             Except as expressly provided in the Basic Documents, the Indenture Trustee shall have no obligation to administer, service or collect the Trust Student Loans or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Trust Student Loans.

(h)             In the event that the Indenture Trustee is the Paying Agent or the Note Registrar, the rights and protections afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Note Registrar.

(i)             Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

(j)             For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Issuer, on or before March 1 of each calendar year, commencing in 2015, the Indenture Trustee shall deliver to the Issuer and the Administrator a report (in form and substance reasonably satisfactory to the Administrator, acting on behalf of the Issuer) regarding the Indenture Trustee’s assessment of compliance with the Applicable 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 a Responsible Officer of the Indenture Trustee, and shall address the Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit C attached hereto.

SECTION 6.2   Rights of Indenture Trustee. (a)  The Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Indenture Trustee need not investigate any fact or matter stated in such document.

(b)             Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officers’ Certificate of the Issuer and/or an Opinion of Counsel.  The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.

(c)             The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee (each, an “Agent Party”), provided that the Indenture Trustee shall be responsible for any misconduct or negligence on the part of, or for the supervision of, any such Agent Party appointed with due care by it hereunder and shall remain so responsible until such time as (i) the Indenture Trustee shall have received the written consent of each Rating Agency then rating the Notes with respect to the appointment of any such Agent Party prior to the occurrence of an Event of Default under Section 5.1, or (ii) the occurrence of an Event of Default (other than the occurrence of an Event of Default under Section 5.1(iii) which has not resulted in an acceleration of the maturity of the Notes), at which time the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such Agent Party appointed with due care by it hereunder.  The Indenture Trustee shall provide prompt notice to the Rating Agencies of the appointment of any Agent Party pursuant to this Section 6.2(c) after the occurrence of any Event of Default under Section 5.1.

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(d)             The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)             The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)             Notwithstanding anything in this Indenture or any related documents to the contrary, in no event shall the Indenture Trustee or any of its directors, officers, agents or employees be liable under this Indenture or any related documents for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee or any of its directors, officers, agents or employees has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 6.3   Individual Rights of Indenture Trustee.  The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee.  Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.  However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4   Indenture Trustee’s Disclaimer.  The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

SECTION 6.5   Notice of Defaults.  If a Default occurs and is continuing and if it is either actually known or written notice of the existence thereof has been delivered to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail notice of the Default to each Noteholder within 90 days and to each Rating Agency then rating the Notes as soon as practicable within 30 days after it occurs.  Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Noteholders.  Except as provided in the first sentence of this Section 6.5, in no event shall the Indenture Trustee be deemed to have knowledge of a Default or an Event of Default.

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SECTION 6.6   Reports by Indenture Trustee to Noteholders.  The Indenture Trustee shall deliver to each Noteholder (and to each Person who was a Noteholder at any time during the applicable calendar year) such information as may be required to enable such holder to prepare its federal and state income tax returns.  Within 60 days after each December 31 beginning with the December 31 following the date of this Indenture, the Indenture Trustee shall mail to each Noteholder a brief report as of such December 31 that complies with TIA § 313(a) if required by said section.  The Indenture Trustee shall also comply with TIA § 313(b).  A copy of each such report required pursuant to TIA § 313(a) or (b) shall, at the time of such transaction to Noteholders, be filed by the Indenture Trustee with the Commission and with each securities exchange, if any, upon which the Notes are listed, provided that the Issuer has previously notified the Indenture Trustee of such listing.

SECTION 6.7   Compensation and Indemnity.  The Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable compensation for its services in accordance with a separate agreement between the Depositor and the Indenture Trustee and shall cause the Depositor to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it as provided in such separate agreement.  The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall cause the Administrator to indemnify the Indenture Trustee and its directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under the other Basic Documents.  The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents.  The Issuer shall cause the Administrator to defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that, in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel acceptable to it in its sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer.  Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture.  When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

SECTION 6.8   Replacement of Indenture Trustee.  No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8.  The Indenture Trustee may resign at any time by so notifying the Issuer.  The Noteholders of at least a majority in Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee.  The Issuer shall remove the Indenture Trustee if:

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(i)                   the Indenture Trustee fails to comply with Section 6.11;

(ii)                   an Insolvency Event occurs with respect to the Indenture Trustee;

(iii)                   a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv)                   the Indenture Trustee otherwise becomes incapable of acting.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer.  Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail a notice of its succession to Noteholders.  The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of at least a majority in Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.  The successor Indenture Trustee shall give notice of its appointment as successor Indenture Trustee to the Rating Agencies then rating the Notes.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

SECTION 6.9   Successor Indenture Trustee by Merger.  If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee, provided that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11.  The Indenture Trustee shall provide prior written notice of any such transaction to the Rating Agencies then rating the Notes.

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In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

SECTION 6.10   Appointment of Co-Trustee or Separate Trustee.

(a)             Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Indenture Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Indenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.  No such appointment shall relieve the Indenture Trustee of its obligations hereunder.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8 hereof.

(b)             Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)                   all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)                   no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii)                   the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

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(c)             Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee.

(d)             Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 6.11   Eligibility; Disqualification.  (a)  The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a), the requirements of an “eligible lender” under 20 USC § 1085(d) and the requirements of Rule 3a-7(a)(4)(i) of the General Rules and Regulations under the Investment Company Act of 1940, as amended.  The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it shall have a long-term senior unsecured debt rating of not less than investment grade by each of the Rating Agencies then rating the Notes.  The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.  For avoidance of doubt, in the event that: (A) the Indenture Trustee or any of its directors or executive officers (i) is an underwriter, or (ii) directly or indirectly, controls or is controlled by, or is in common control with, an underwriter; and (B) a Responsible Officer of the Indenture Trustee has actual knowledge that an Event of Default has occurred, the Indenture Trustee shall comply with TIA § 310(b).  For purposes of this Section 6.11 only and pursuant to TIA § 310(b), an “underwriter” means any person who, within one year prior to the occurrence of the Event of Default, was an underwriter of any of the notes outstanding at the time of such Event of Default.

(b)             Within ninety (90) days after ascertaining the occurrence of an event under Section 6.8 of this Indenture that would result in the removal of the Indenture Trustee which shall not have been cured or waived, unless authorized by the TIA or the Commission, the Indenture Trustee shall resign with respect to the Notes in accordance with Section 6.8 of this Indenture, and the Issuer shall appoint a successor Indenture Trustee for the Notes.

SECTION 6.12   Preferential Collection of Claims Against the Issuer.  The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

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SECTION 6.13   Rule 15Ga-1 Information.  The Indenture Trustee shall provide prompt notice to the Depositor and the Administrator (each, a “Navient Party,” and together, the “Navient Parties”) of all demands or requests received by the Indenture Trustee for the repurchase or replacement of any Trust Student Loan for breach of the representations and warranties concerning such Trust Student Loan.  If any such demand or request is made in non-written form, the Indenture Trustee shall request that such demand be put into writing; provided, however, the Indenture Trustee shall notify the Navient Parties regardless of whether any such demand or request is made in writing.  The obligations of the Indenture Trustee under the first two sentences of this Section 6.13 to notify the Navient Parties of any such demand or request made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) require reporting by the Navient Parties of only demands or requests in written form.  The Indenture Trustee shall, upon written request of either Navient Party, provide notification to the Navient Parties regarding any actions taken by the Indenture Trustee with respect to any such demand or request received by the Indenture Trustee in respect of any Trust Student Loan, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of receipt by the Indenture Trustee of such written request or demand from a Navient Party or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable Navient Party.  The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this Section 6.13 is to facilitate compliance by the Navient Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”).  The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable written requests made by the Navient Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations.  The Indenture Trustee shall cooperate with reasonable written requests received from the Navient Parties to deliver any and all records and any other information necessary in the good faith determination of the Navient Parties to permit the Navient Parties to comply with the provisions of the Repurchase Rules and Regulations.  Subject to duties explicitly set forth in the Basic Documents, if any, the Indenture Trustee shall not have any responsibility or liability in connection with the compliance of any Navient Party or securitizer (as defined in the Exchange Act) with the Exchange Act or Regulation AB or any filing required to be made by a Navient Party or securitizer (as defined in the Exchange Act) under the Exchange Act or Regulation AB.

ARTICLE VII

Noteholders’ Lists and Reports

SECTION 7.1   Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date, and (b) at such other times as the

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Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

SECTION 7.2   Preservation of Information; Communications to Noteholders.    The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(a)             Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.  Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto.

(b)             The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

(c)             On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement.

(d)             The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents.  The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Issuer notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

SECTION 7.3   Reports by Issuer.

(a)             The Issuer shall:

(i)                   file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)                   file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

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(iii)                   supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b)             Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

ARTICLE VIII

Accounts, Disbursements and Releases

SECTION 8.1   Collection of Money.  Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture.  The Indenture Trustee shall apply all such money received by it on behalf of Noteholders or the Trust pursuant to the Administration Agreement as provided in this Indenture.  Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Indenture Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings.  Any such action shall be without prejudice to any right to claim a Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2   Trust Accounts.  (a)  On or prior to the Closing Date, the Issuer shall cause the Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Trust, the Trust Accounts as provided in Section 2.3 of the Administration Agreement.

(b)             On or before the Business Day preceding each Distribution Date, all Available Funds and amounts set forth in paragraph (a)(2) of the definition of Available Funds with respect to the preceding Collection Period will be deposited in the Collection Account as provided in Section 2.4 of the Administration Agreement.  On or before each Distribution Date, the Indenture Trustee (or any other Paying Agent) shall make the required deposits and distributions as provided in Sections 2.7 and 2.8 of the Administration Agreement.

(c)             [Reserved].

(d)             [Reserved].

(e)             On or before each Distribution Date, the Indenture Trustee (or any other Paying Agent) shall make the required deposits and distributions as provided in Section 2.7 of the Administration Agreement.

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(f)             [Reserved].

(g)             During the Supplemental Purchase Period, the Indenture Trustee shall withdraw funds as directed by the Administrator pursuant to Section 2.10(d) of the Administration Agreement for the purchase of Additional Trust Student Loans.

(h)             [Reserved].

(i)             On the Business Day immediately following the end of the Supplemental Purchase Period, the Indenture Trustee shall transfer any amounts remaining in the Supplemental Purchase Account into the Collection Account, as directed by the Administrator.

(j)             [Reserved].

(k)             [Reserved].

(l)             On or before the Business Day immediately preceding each Distribution Date, if the Issuer has not received payment in full of the amount required to offset any deficiency caused by a Borrower Benefit Yield Reduction for the related Collection Period pursuant to Section 3.12 of the Servicing Agreement, the Indenture Trustee, as directed by the Administrator, shall withdraw from the Borrower Benefit Account on that Distribution Date an amount equal to such deficiency, to the extent of funds available therein, to be included as part of Available Funds for that Distribution Date.

(m)             Once the Department has netted all payments (in respect of Interest Subsidy Payments and/or Special Allowance Payments otherwise due to the Issuer), which currently occurs on a quarterly basis, on the next succeeding Distribution Date an amount equal to the applicable Floor Income Rebate Account Release Amount on deposit in the Floor Income Rebate Account at the end of the preceding Collection Period will be withdrawn by the Indenture Trustee, as directed by the Administrator, and be included as part of Available Funds for that Distribution Date.

SECTION 8.3   General Provisions Regarding Accounts.  (a)  So long as no Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuer Order, subject to the provisions of Section 2.3(b) of the Administration Agreement.  All income or other gain from investments of moneys deposited in the Trust Accounts shall be deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such investments shall be charged to such Trust Account.  The Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

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(b)             Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c)             If (i) the Issuer shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 10:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day; or (ii) a Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due and payable following an Event of Default and amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.4 as if there had not been such a declaration; then the Indenture Trustee shall invest and reinvest funds in the Trust Accounts in the Eligible Investments described in clause (d) of the definition thereof.

SECTION 8.4   Release of Indenture Trust Estate. (a)  Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)             The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the Indenture Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts.  The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request accompanied by an Officers’ Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

(c)             Each Noteholder, by the acceptance of a Note, acknowledges that from time to time the Indenture Trustee shall release the lien of this Indenture on any Trust Student Loan to be sold (i) to the Depositor in accordance with Section 6 of the Sale Agreement, (ii) to the Servicer in accordance with Section 3.5 of the Servicing Agreement, (iii) to Blue Ridge Funding (or the seller from which Blue Ridge Funding originally purchased such Trust Student Loan), Red Wolf Funding (or the seller from which Red Wolf Funding originally purchased such Trust Student Loan), VL Funding (or the seller from which VL Funding originally purchased such Trust Student Loan), Navient CFC or to another Affiliate of Navient Corporation in accordance with Section 3.11F. of the Servicing Agreement, (iv) to another eligible lender holding one or more Serial Loans with respect to such Trust Student Loan, (v) to Navient CFC in accordance

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with Section 6 of the Navient CFC Purchase Agreement, and each Noteholder, by the acceptance of a Note, consents to any such release, (vi) to Blue Ridge Funding in accordance with Section 6 of the Blue Ridge Funding Purchase Agreement, (vii) to Red Wolf Funding in accordance with Section 6 of the Red Wolf Funding Purchase Agreement, or (viii) to VL Funding in accordance with Section 6 of the VL Funding Purchase Agreement, and each Noteholder, by the acceptance of a Note, consents to any such release.

SECTION 8.5   Opinion of Counsel.  The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(c), as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate.  Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

ARTICLE IX

Supplemental Indentures

SECTION 9.1   Supplemental Indentures Without Consent of Noteholders.

(a)             Without the consent of any Noteholders but with prior notice to the Rating Agencies then rating the Notes, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i)                   to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii)                   to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii)                    to add to the covenants of the Issuer, for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Issuer;

(iv)                   to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee;

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(v)                   to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action shall not materially adversely affect the interests of the Noteholders;

(vi)                   to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;

(vii)                    to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; or

(viii)                   to correct any manifest error in the terms of this Indenture as compared to the terms expressly set forth in the Prospectus.

The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)             The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may enter into an indenture or indentures supplemental hereto for the purposes of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture, with the consent of each Noteholder whose interests would be adversely affected in any material respect by such action (if any), but without the consent of any other Noteholder, and with prior notice to the Rating Agencies then rating the Notes; provided, however, that the Indenture Trustee shall be entitled to an Opinion of Counsel that such action will not adversely affect in any material respect the interests of any Noteholder whose written consent has not been obtained.

SECTION 9.2   Supplemental Indentures With Consent of Noteholders.   The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders of at least a majority of the Outstanding Amount of all of the Notes, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture;  provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby:

(i)                   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 this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to

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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 this Indenture requiring the application of funds available therefor, as provided in Article V, 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);

(ii)                   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 this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iii)                    modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv)                   reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.4;

(v)                   modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby;

(vi)                   modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

(vii)                    permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of any Note of the security provided by the lien of this Indenture.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture.  Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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SECTION 9.3   Execution of Supplemental Indentures.  In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4   Effect of Supplemental Indenture.  Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5   Conformity with Trust Indenture Act.  Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

SECTION 9.6   Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X

Redemption of Notes

SECTION 10.1   Redemption.  The Indenture Trustee shall, upon receipt of written notice from the Administrator pursuant to Section 6.1(b) of the Administration Agreement, give prompt written notice to the Noteholders of the occurrence of such event.  In the event that the assets of the Trust are sold pursuant to Section 6.1(a) of the Administration Agreement, that portion of the amounts on deposit in the Trust Accounts to be distributed to the Noteholders shall be paid to the Noteholders as provided in Sections 2.7 and 2.8 of the Administration Agreement.  If amounts are to be paid to Noteholders pursuant to this Section 10.1, the notice of such event from the Indenture Trustee to the Noteholders shall include notice of the redemption of Notes by application of such amounts on the next Distribution Date which is not sooner than 15 days after the date of such notice (the “Redemption Date”), whereupon all such amounts shall be payable on the Redemption Date.

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SECTION 10.2   Form of Redemption Notice.  Notice of redemption under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, or by facsimile, mailed or transmitted on or prior to the applicable Redemption Date to each Noteholder, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Noteholder’s address or facsimile number appearing in the Note Register.

All notices of redemption shall state:

(i)                   the Redemption Date;

(ii)                   the Redemption Price; and

(iii)                   the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2).

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer.  Failure to give notice of redemption, or any defect therein, to any Noteholder of any Note shall not impair or affect the validity of the redemption of any other Note.

SECTION 10.3   Notes Payable on Redemption Date.  The Notes or portions thereof to be redeemed shall on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

Miscellaneous

SECTION 11.1   Compliance Certificates and Opinions, etc.  (a)   Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Rating Agencies then rating the Notes (i) an Officers’ Certificate of the Issuer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this indenture shall include:

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(i)                   a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)                  a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)                 a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)                 a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)            (i)                  Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee and the Rating Agencies then rating the Notes an Officers’ Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(ii)                  Whenever the Issuer is required to furnish to the Indenture Trustee and the Rating Agencies then rating the Notes an Officers’ Certificate of the Issuer certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officers’ Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

(iii)                 Other than any property released as contemplated by clause (v) below, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officers’ Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv)                 Whenever the Issuer is required to furnish to the Indenture Trustee an Officers’ Certificate of the Issuer certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by clause (v) below, or securities

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released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officers’ Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes.

(v)                   Notwithstanding Section 2.9 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of the Trust Student Loans, as and to the extent permitted or required by the Basic Documents, (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents and (C) convey to the Depositor, the Servicer or another eligible lender those specified Trust Student Loans as and to the extent permitted or required by and in accordance with Section 8.4(c) hereof and Section 6 of the Sale Agreement, Section 3.5 of the Servicing Agreement or Section 3.11E of the Servicing Agreement, respectively, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing June 30, 2015, an Officers’ Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A), (B) or (C) above that occurred during the immediately preceding six calendar months were in the ordinary course of the Issuer’s business and that the proceeds thereof were applied in accordance with the Basic Documents.

SECTION 11.2   Form of Documents Delivered to Indenture Trustee.   In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters, and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Depositor, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3   Acts of Noteholders.  (a)  Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b)             The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)             The ownership of Notes shall be proved by the Note Register.

(d)             Any request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Noteholder of every Note issued upon registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4   Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.  Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with:

(a)             The Indenture Trustee by any Noteholder, the Servicer, the Administrator or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office with a copy to the Owner Trustee at its Corporate Trust Office.

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(b)             The Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed to: Navient Student Loan Trust 2015-1, in care of Wells Fargo Delaware Trust Company, N.A., 919 North Market Street, Suite 1600, Wilmington, Delaware 19801; and the Administrator, 2001 Edmund Halley Drive,  Reston, Virginia 20191, Attention: ABS Trust Administration, or any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator.  The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to (i) in the case of Moody’s, at the following addresses: (A) ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, and (B) servicereports@moodys.com; (ii) in the case of Fitch, at the following addresses: (A) 33 Whitehall Street, New York, New York 10004, Attention: Asset Backed Surveillance Group, and (B) notifications.abs@fitchratings.com; and (iii) and in the case of DBRS, at the following addresses: (A) 140 Broadway 35th Floor, New York, NY, 10005, Attention: Surveillance, and (B) ABS_Surveillance@dbrs.com; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION 11.5   Notices to Noteholders; Waiver.  Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies then rating the Notes, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default.

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SECTION 11.6   Alternate Payment and Notice Provisions.  Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Noteholder providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Noteholder, that is different from the methods provided for in this Indenture for such payments or notices.  The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

SECTION 11.7   Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 11.8   Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.9   Successors and Assigns.  All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successor and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture shall bind the successors, co-trustees and agents (excluding any legal representatives or accountants) of the Indenture Trustee.

SECTION 11.10   Separability.  In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11   Benefits of Indenture.  (a)  Nothing in this Indenture or in the Notes, express or implied shall give to any person, other than the parties hereto and their successors hereunder, the Noteholders, any other party secured hereunder, the Owner Trustee, as a third party beneficiary and any other Person with an ownership interest in any part of the Indenture Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

(b)             [Reserved].

SECTION 11.12   Legal Holidays.  In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

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SECTION 11.13   GOVERNING LAW.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14   Counterparts.  This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.15   Recording of Indenture.  If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION 11.16   Trust Obligations.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Depositor, the Administrator, the Servicer, the Eligible Lender Trustee, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee, the Eligible Lender Trustee or the Owner Trustee in its respective individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee, the Eligible Lender Trustee or the Owner Trustee in its respective individual capacity, any holder or owner of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign thereof in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee, the Eligible Lender Trustee  and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 11.17   No Petition.  The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they shall not at any time institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the other Basic Documents.  The foregoing shall not limit the rights of the Indenture Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by any Person other than the Indenture Trustee.

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SECTION 11.18   Inspection.  The Issuer agrees that, on reasonable prior notice, it shall permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information obtained from such examination or inspection except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

SECTION 11.19   Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS INDENTURE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 11.20   Limited Recourse.  The obligations of the Issuer under this Indenture are limited recourse obligations payable solely from the Collateral and, following realization of the Collateral and its application in accordance with the terms hereof, any outstanding obligations of the Issuer hereunder shall be extinguished and shall not thereafter revive.  In addition, no recourse shall be had for any amounts payable or any other obligations arising under this Indenture against any officer, member, director, employee, partner or security holder of the Issuer or any of its successors or assigns.  To the extent a Noteholder is deemed to have a claim to the assets of the Issuer other than the Collateral, the Noteholder hereby releases any such claim.  In the event that a Noteholder is deemed to have a claim against the assets of the Issuer other than the Collateral and the release is not given effect, each Noteholder hereby agrees to fully subordinate all claims it may have against such assets and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of Title 11 of the U.S. Bankruptcy Code.  The provisions of this Section 11.20 shall survive the termination of this Indenture.

SECTION 11.21   Force Majeure.  In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God, or unavailability of the Federal Reserve Bank wire or telex facility; it being understood that the Indenture Trustee shall use reasonable efforts to resume performance of its obligations as soon as practicable under the circumstances.

SECTION 11.22   Compliance with Applicable Law.  In order to comply with laws, rules, regulations and executive orders in effect from time to time including but not limited to those relating to the funding of terrorist activities and money laundering (“Applicable Laws”),

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the Indenture Trustee may be required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee.  Accordingly, each of the parties hereto agrees to provide the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with Applicable Laws.

ARTICLE XII

Compliance with Regulation AB

SECTION 12.1   Intent of the Parties; Reasonableness.  The Issuer and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

The Issuer and the Administrator, on behalf of the Issuer, shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Act).  The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer, in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Indenture Trustee shall cooperate fully with the Administrator, on behalf of the Issuer, to deliver to the Administrator, on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records, attestation, and any other information necessary in the good faith determination of the Administrator, on behalf of the Issuer, to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Administrator, on behalf of the Issuer, to be necessary in order to effect such compliance.

ARTICLE XIII

Tax Considerations

SECTION 13.1   Acknowledgement of Parties.  The parties hereto acknowledge and agree that, for federal, state and local income and franchise tax, and financial accounting, purposes, (a) the Notes (excluding any Retained Notes, as defined below) will constitute indebtedness and not an ownership interest in the Issuer and (b) the Excess Distribution Certificateholder will be treated as owning all of the assets, and as assuming (but without assuming personal recourse to such Certificateholder) all of the liabilities (including the Notes),

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of the Issuer, and the parties hereto shall in all events take positions consistent with, and in no event take a position inconsistent with, the positions described in clauses (a) and (b) in the preparation of any returns and reports, and with respect to any audit or controversy, as to which either of the positions described in clauses (a) or (b) above would be relevant.  For purposes of the foregoing, the term “Retained Notes” means any Notes held by the Depositor or any of its Affiliates immediately after the Closing Date.

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IN WITNESS WHEREOF, the Issuer, the Eligible Lender Trustee and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

NAVIENT STUDENT LOAN TRUST 2015-1

By:           WELLS FARGO DELAWARE TRUST

            COMPANY, N.A., not in its individual

            capacity but solely as Owner Trustee

By: /s/ Rosemary Kennard                                                                

Name:   Rosemary Kennard

Title:     Vice President

WELLS FARGO BANK, N.A., not in its individual

capacity but solely as Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

WELLS FARGO BANK, N.A., not in its individual

capacity but solely as Indenture Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

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APPENDIX A

TO THE INDENTURE

DEFINITIONS AND USAGE

Navient Student Loan Trust 2015-1

Usage

The following rules of construction and usage shall be applicable to any instrument that is governed by this appendix (this “Appendix A”):

(a)           All terms defined in this Appendix A shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

(b)           As used herein, in any instrument governed hereby and in any certificate or other document made or delivered pursuant thereto, accounting terms not defined in this Appendix or in any such instrument, certificate or other document, and accounting terms partly defined in this Appendix or in any such instrument, certificate or other document, to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of such instrument.  To the extent that the definitions of accounting terms in this Appendix or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or in any such instrument, certificate or other document shall control.

(c)           The words “hereof,” “herein,” “hereunder” and words of similar import when used in an instrument refer to such instrument as a whole and not to any particular provision or subdivision thereof; references in an instrument to “Article,” “Section” or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such instrument; and the term “including” means “including without limitation.”

(d)           The definitions contained in this Appendix A are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e)           Any agreement, instrument or statute defined or referred to below or any agreement or instrument that is governed by this Appendix A means such agreement or instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by assignment, assumption, waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.

(f)           All dollar amounts calculated hereunder shall be rounded to the nearest penny with one half of one cent being rounded up to the next penny.

Appendix A-1

Definitions

“Accrual Period” means, with respect to a Distribution Date, the period from and including the immediately preceding Distribution Date for the Notes to, but excluding, the then current Distribution Date, or in the case of the initial accrual period, the period from and including the Closing Date to, and including, April 26, 2015.

“Act” means the Securities Act of 1933, as amended.

“Act of Noteholders” has the meaning specified in Section 11.3 of the Indenture.

“Actual/360” means that interest is calculated on the basis of the actual number of days elapsed in a year of 360 days.

“Additional Bill of Sale” has the meaning specified in each of the Purchase Agreements or the Sale Agreement, as applicable.

“Additional Purchase Agreement” has the meaning specified in each of the Purchase Agreements, as applicable.

“Additional Sale Agreement” has the meaning specified in the Sale Agreement.

“Additional Trust Student Loan” means each Eligible Loan purchased by the Trust during the Supplemental Purchase Period from the Depositor pursuant to Section 3.2 of the Sale Agreement and each related Additional Sale Agreement.

“Adjusted Pool Balance” means, for any Distribution Date,

(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 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.

“Administration Agreement” means the Administration Agreement dated as of February 26, 2015 among the Administrator, the Servicer, the Depositor, the Trust, the Indenture Trustee and the Eligible Lender Trustee.

“Administration Fees” has the meaning specified in Section 2.14 of the Administration Agreement.

“Administrator” means Navient Solutions, Inc., in its capacity as administrator of the Trust in accordance with the Administration Agreement.

Appendix A-2

“Administrator Default” has the meaning specified in Section 5.1 of the Administration Agreement.

“Administrator’s Certificate” means an Officers’ Certificate of the Administrator delivered pursuant to Section 3.1(c) of the Administration Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means Wells Fargo Bank, N.A., in respect of the Excess Distribution Certificate.

“Authorized Officer” means (i) with respect to the Trust, any officer of the Owner Trustee or the Eligible Lender Trustee who is authorized to act for the Owner Trustee or the Eligible Lender Trustee, as applicable, in matters relating to the Trust pursuant to the Basic Documents and who is identified on the list of Authorized Officers delivered by the Owner Trustee or the Eligible Lender Trustee, as applicable, to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter), (ii) with respect to the Administrator, any officer of the Administrator or any of its Affiliates who is authorized to act for the Administrator in matters relating to itself or to the Trust and to be acted upon by the Administrator pursuant to the Basic Documents and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter), (iii) with respect to the Depositor, any officer of the Depositor or any of its Affiliates who is authorized to act for the Depositor in matters relating to or to be acted upon by the Depositor pursuant to the Basic Documents and who is identified on the list of Authorized Officers delivered by the Depositor to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (iv) with respect to the Servicer, any officer of the Servicer who is authorized to act for the Servicer in matters relating to or to be acted upon by the Servicer pursuant to the Basic Documents and who is identified on the list of Authorized Officers delivered by the Servicer to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Available Funds” means, as to a Distribution Date, the sum of the following amounts received with respect to the related Collection Period(s):

(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

Appendix A-3

(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 Recoveries on Liquidated Student Loans which were written off in prior Collection Periods or during that Collection Period;

(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, Red Wolf Funding or VL Funding;

(f) [Reserved];

(g) the aggregate amounts, if any, received from any of Navient CFC, Blue Ridge Funding, Red Wolf 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 and 3.12 of the Servicing Agreement during that Collection Period as to yield or principal adjustments (other than prepayments to the Borrower Benefit Account);

(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 the Borrower Benefit Account);

Appendix A-4

(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) [Reserved];

(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) [Reserved];

(p) [Reserved];

(q) [Reserved];

(r) on each Distribution Date, any amounts transferred into the Collection Account from the Borrower Benefit Account pursuant to Section 2.10(f) of the Administration Agreement; and

(s) amounts required to be transferred from the Borrower Benefit Account for such Distribution Date, to the extent funds are on deposit therein.

provided that ifon any Distribution Date there would not be sufficient funds, after application of Available Funds, as defined above, and application of amounts available from the Reserve Account to pay any of the items specified in clauses (a), (b), (c) and (d) of Section 2.8 of the Administration Agreement (but excluding clause (d), and including clause (f) thereof, in the event that a condition exists as described in either sub-clause (i) or (ii) of clause (x) of Section 2.8 of the Administration Agreement), as set forth in Section 2.9 of the Administration Agreement, relating to such distributions, then Available Funds for that Distribution Date will include, in addition to the Available Funds as defined above, amounts on deposit in the Collection Account, or amounts held by the Administrator, or which the Administrator reasonably estimates to be held by the Administrator, for deposit into the Collection Account on the related Determination Date which would have constituted Available Funds for the Distribution Date succeeding that Distribution Date, up to the amount necessary to pay such items, and the Available Funds for the succeeding Distribution Date will be adjusted accordingly.

“Basic Documents” means the Trust Agreement, the Indenture, the Servicing Agreement, the Administration Agreement, the Sale Agreement, the Navient CFC Purchase Agreement, the Blue Ridge Funding Purchase Agreement, the Red Wolf Funding Purchase Agreement, the VL Funding Purchase Agreement, the Eligible Lender Trust Agreement, the Guarantee Agreements, the Note Depository Agreement and other documents and certificates delivered in connection with any such documents.

Appendix A-5

“Benefit Plan” means (i) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, whether or not subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity.

“Bill of Sale” has the meaning specified in each of the Purchase Agreements or the Sale Agreement, as applicable.

“Blue Ridge Funding” means Blue Ridge Funding LLC.

“Blue Ridge Funding Eligible Lender Trustee” means Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as interim eligible lender trustee for the benefit of Blue Ridge Funding under the Blue Ridge Funding Interim Trust Agreement.

“Blue Ridge Funding Interim Trust Agreement” means the Interim Trust Agreement dated as of February 26, 2015, between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee.

“Blue Ridge Funding Purchase Agreement” means the Purchase Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015, among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Servicer and the Depositor, as well as each purchase agreement entered into thereunder.

“Book Entry Note” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

“Borrower Benefit Account” means the account designated as such, established and maintained pursuant to Section 2.3(m) of the Administration Agreement.

“Borrower Benefit Account Initial Deposit” shall mean $0.

“Borrower Benefit Yield Reduction” has the meaning specified in Section 3.12 of the Servicing Agreement.

“Business Day” means

(i)           with respect to calculating LIBOR of a specified maturity, any day on which banks in New York, New York and London, England are open for the transaction of international business; and

(ii)           for all other purposes, any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in Minneapolis, Minnesota, New York, New York or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Carryover Servicing Fee” has the meaning specified in Attachment A to the Servicing Agreement.

Appendix A-6

“Class A Maturity Date” means (i) with respect to the Class A-1 Notes, the Class A-1 Maturity Date, and (ii) with respect to the Class A-2 Notes, the Class A-2 Maturity Date.

“Class A Note Interest Shortfall” means, for any Distribution Date, the excess of:

(i)           the Class A Noteholders’ Interest Distribution Amount on the preceding Distribution Date, over

(ii)           the amount of interest actually distributed to the Class A Noteholders on such preceding Distribution Date,

plus interest on the amount of such excess interest due to the Class A Noteholders, to the extent permitted by law, at the related Class A Rate from such preceding Distribution Date to the current Distribution Date.

“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.

“Class A Noteholders’ Distribution Amount” means, for any Distribution Date, the sum of the Class A Noteholders’ Interest Distribution Amount and the Class A Noteholders’ Principal Distribution Amount for that Distribution Date.

“Class A Noteholders’ Interest Distribution Amount” means, for any Distribution Date, the sum of:

(1)  the amount of interest accrued at the related Class A Rate for the related Accrual Period on the Outstanding Amount of the Class A Notes on the immediately preceding Distribution Date (or in the case of the initial Distribution Date, the Closing Date) after giving effect to all principal distributions to the Class A Noteholders on the preceding Distribution Date; and

(2)  the Class A Note Interest Shortfall for that Distribution Date.

“Class A Noteholders’ Principal Distribution Amount” means, for any Distribution Date, the Principal Distribution Amount for that Distribution Date; provided that the Class A Noteholders’ Principal Distribution Amount shall not exceed the aggregate Outstanding Amount of the Class A Notes for such Distribution Date (before giving effect to any distributions on such Distribution Date).

In addition, on the related Class A Maturity Date, the principal required to be distributed to the related Class A Noteholders will include the amount required to reduce the Outstanding Amount of the related Class A Notes to zero.

“Class A Notes” means the collective reference to the Class A-1 Notes and the Class A-2 Notes.

“Class A Rate” means (i) with respect to the Class A-1 Notes, the Class A-1 Rate, and (ii) with respect to the Class A-2 Notes, the Class A-2 Rate.

Appendix A-7

“Class A-1 Maturity Date” means the September 26, 2022 Distribution Date.

“Class A-1 Notes” means the $343,600,000 Floating Rate Class A-1 Student Loan Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A thereto.

“Class A-1 Rate” means, for any Accrual Period after the initial Accrual Period, One-Month LIBOR, as determined on the related LIBOR Determination Date, plus 0.30% based on an Actual/360 accrual method. For the initial Accrual Period, the Class A Rate shall mean the Initial Accrual Rate plus 0.30% based on an Actual/360 accrual method.

“Class A-2 Maturity Date” means the April 25, 2040 Distribution Date.

“Class A-2 Notes” means the $629,700,000 Floating Rate Class A-2 Student Loan Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A thereto.

“Class A-2 Rate” means, for any Accrual Period after the initial Accrual Period, One-Month LIBOR, as determined on the related LIBOR Determination Date, plus 0.60% based on an Actual/360 accrual method. For the initial Accrual Period, the Class A Rate shall mean the Initial Accrual Rate plus 0.60% based on an Actual/360 accrual method.

“Class B Maturity Date” means the July 25, 2052 Distribution Date.

“Class B Note Interest Shortfall” means, for any Distribution Date, the excess of:

(i)           the Class B Noteholders’ Interest Distribution Amount on the preceding Distribution Date, over

(ii)           the amount of interest actually distributed to the Class B Noteholders on such preceding Distribution Date,

plus interest on the amount of such excess interest due to the Class B Noteholders, to the extent permitted by law, at the Class B Rate from such preceding Distribution Date to the current Distribution Date.

“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.

“Class B Noteholders’ Distribution Amount” means, for any Distribution Date, the sum of the Class B Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Principal Distribution Amount for that Distribution Date.

“Class B Noteholders’ Interest Distribution Amount” means, for any Distribution Date, the sum of:

Appendix A-8

(1)  the amount of interest accrued at the Class B Rate for the related Accrual Period on the Outstanding Amount of the Class B Notes on the immediately preceding Distribution Date (or, in the case of the initial Distribution Date, the Closing Date) after giving effect to all principal distributions to the Class B Noteholders on the preceding Distribution Dates; and

(2)  the Class B Note Interest Shortfall for that Distribution Date.

“Class B Noteholders’ Principal Distribution Amount” means, for any Distribution Date, the amount by which (a) the Principal Distribution Amount for such Distribution Date exceeds (b) the Class A Noteholders’ Principal Distribution Amount for such Distribution Date; provided that the Class B Noteholders’ Principal Distribution Amount will not exceed the Outstanding Amount of the Class B Notes for such Distribution Date (before giving effect to any distributions on such Distribution Date).

In addition, on the Class B Maturity Date, the principal required to be distributed to the Class B Noteholders will include the amount required to reduce the Outstanding Amount of the Class B Notes to zero.

“Class B Notes” means the $26,700,000 Floating Rate Class B Student Loan-Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A thereto.

“Class B Rate” means, for any Accrual Period after the initial Accrual Period, One-Month LIBOR, as determined on the related LIBOR Determination Date, plus 1.50% based on an Actual/360 accrual method.  For the initial Accrual Period, the Class B Rate shall mean the Initial Accrual Rate plus 1.50% based on an Actual/360 accrual method.

 “Clearing Agency” means DTC, Euroclear or Clearstream, Luxembourg, as applicable, or another organization registered as a “clearing agency” pursuant to applicable law.  The initial Clearing Agency for each class of Notes shall be DTC and the nominee for such Clearing Agency shall be Cede & Co.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg or any successor thereto.

“Closing Date” means February 26, 2015.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

“Collateral” has the meaning specified in the Granting Clause of the Indenture.

“Collection Account” means the account designated as such, established and maintained pursuant to Section 2.3(f) of the Administration Agreement.

Appendix A-9

“Collection Account Initial Deposit” means (i) $9,102,096 plus (ii) $0 (representing the excess, if any, of the Pool Balance as of the Statistical Cutoff Date over the Pool Balance as of the Closing Date, to the extent such excess amount is not deposited into the Supplemental Purchase Account).

“Collection Period” means, with respect to the first Distribution Date, the period beginning on the Closing Date and ending on March 31, 2015, and with respect to each subsequent Distribution Date the Collection Period means the calendar month immediately preceding such Distribution Date.

“Commission” means the Securities and Exchange Commission.

“Common Depository” means DTC, Clearstream, Luxembourg and Euroclear, as applicable.

 “Consolidation Loans” means Student Loans made in accordance with Section 428C of the Higher Education Act.

“Corporate Trust Office” means with respect to (i) the Indenture Trustee or the Eligible Lender Trustee, the principal office of the Indenture Trustee or the Eligible Lender Trustee at which at any particular time its corporate trust business shall be administered, which office at the Closing Date is located at 625 Marquette Avenue, Minneapolis, Minnesota 55402, Attention: Asset Backed Securities Department (telephone: (612) 667-8068; facsimile: (612) 667-3464) or at such other address as the Indenture Trustee or the Eligible Lender Trustee, as applicable, may designate from time to time by notice to the Noteholders and the Depositor, or the principal corporate trust office of any successor Indenture Trustee or Eligible Lender Trustee, as applicable, (the address of which the successor Indenture Trustee or Eligible Lender Trustee, as applicable, will notify the Noteholders, the Administrator and the Depositor) and (ii) the Owner Trustee, the principal corporate trust office of the Trustee located at 919 North Market Street, Suite 1600, Wilmington, Delaware, 19801, Attention: Corporate Trust Administration (telephone: 302-575-2014; facsimile: 302-575-2006); or at such other address as the Owner Trustee may designate by notice to the Depositor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Administrator and the Depositor).

“Cutoff Date” means (a) the Initial Cutoff Date with respect to the Initial Trust Student Loans and (b) the applicable Subsequent Cutoff Date with respect to the related Additional Trust Student Loan or Substituted Trust Student Loan.

“DBRS” means DBRS, Inc. or any successor Rating Agency.

 “Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” has the meaning specified in Section 2.10 of the Indenture.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12, Part V of the Delaware Code, entitled “Treatment of Delaware Statutory Trusts.”

Appendix A-10

“Delivery” when used with respect to Trust Account Property means:

(a)           with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” (as defined in Section 9-102(a)(47) of the UCC) and are susceptible of physical delivery, physical delivery thereof to the Indenture Trustee endorsed to the Indenture Trustee or endorsed in blank, and, with respect to a “certificated security” (as defined in Section 8-102(a)(4) of the UCC) (i) delivery of such certificated security endorsed to, or registered in the name of, the Indenture Trustee “securities  intermediary” (as defined in Section 8-102(a)(14) of the UCC), or endorsed in blank, and, in the case of delivery to a securities intermediary, the making by such securities intermediary of book-entries sufficient to cause the Indenture Trustee to become the “entitlement holder” (as defined in Section 8-102(a)(4) of the UCC with respect to such certificated security, or (ii) delivery thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making by such clearing corporation of book-entries sufficient to cause a securities intermediary become the entitlement holder with respect to such certificated security and the making by such securities intermediary of book-entries sufficient to cause the Indenture Trustee to become the entitlement holder with respect thereto (all of the foregoing, but not including Trust Student Loans, “Physical Property”); and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Trust Account Property to the Indenture Trustee, consistent with changes in applicable law or regulations or the interpretation thereof;

(b)           with respect to any security issued or guaranteed by the U.S. Treasury, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association that is a book-entry security held at a Federal Reserve Bank pursuant to federal book-entry regulations (collectively, “Federal Book-Entry Securities”), the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: the crediting of such book-entry security to a participant’s book-entry account of the Indenture Trustee or its securities intermediary at a Federal Reserve Bank (a “Participant’s Account”), and, in the case of such Federal Book-Entry Securities credited to a Participant’s Account of a securities intermediary, the making by such securities intermediary of book-entries sufficient to cause the Indenture Trustee to become the entitlement holder with respect thereto; and

(c)           with respect to any item of Trust Account Property that is an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC), registration on the books and records of the issuer thereof in the name of the Indenture Trustee or a securities intermediary, and, in the case of registration in the name of a securities intermediary, the making by such securities intermediary of book-entries sufficient to cause the Indenture Trustee to become the entitlement holder with respect thereto.

“Department” means the United States Department of Education, an agency of the Federal government.

“Depositor” means Navient Funding, LLC, a Delaware limited liability company, and its successors and assigns, including, for such purpose, a permitted transferee of all of Navient Funding, LLC’s right, title and interest in the Excess Distribution Certificate.

Appendix A-11

“Depository Agreement” means the Note Depository Agreement.

“Determination Date” means, with respect to the Collection Period preceding any Distribution Date, the first Business Day preceding such Distribution Date.

“Distribution Date” means the 25th day of each calendar month, or, if such day is not a Business Day, the immediately following Business Day, commencing in April 2015.

“DTC” means The Depository Trust Company, or any successor thereto.

“DTC Custodian” means Wells Fargo Bank, N.A.

“Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the States or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from Moody’s, S&P, and, if such institution is rated by Fitch, Fitch, in one of their generic rating categories which signifies investment grade.

“Eligible Institution” means a depository institution organized under the laws of the United States of America or any one of the States or the District of Columbia (or any domestic branch of a foreign bank) (i) which has (A) either a long-term senior unsecured debt rating of “AAA” or a short-term senior unsecured debt or certificate of deposit rating of “A-1+” or better by S&P and (B)(1) a long-term senior unsecured debt rating of “A1” or better or (2) a short-term senior unsecured debt rating of “P-1” or better by Moody’s, and (C) a long-term senior unsecured debt rating of “AA” or a short-term senior unsecured debt rating of “F1+” by Fitch, or any other long-term, short-term or certificate of deposit rating with respect to which the Rating Agency Condition has been satisfied; provided that clauses (A), (B) and (C) shall only apply if the applicable rating agency is then rating the Notes, and (ii) whose deposits are insured by the FDIC.  If so qualified, the Eligible Lender Trustee or the Indenture Trustee may be considered an Eligible Institution.

“Eligible Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a)  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 for collateral for securities having ratings equivalent to the respective ratings of the Notes in effect at the Closing Date;

Appendix A-12

(b)  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 clause (a) 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 from each of the Rating Agencies in the highest investment category granted thereby;

(c)  commercial paper having, at the time of the investment, a rating from each of the Rating Agencies in the highest investment category granted thereby;

(d)  investments in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including funds for which the Indenture Trustee, the Administrator or the Eligible Lender Trustee or any of their respective Affiliates is investment manager or advisor);

(e)  bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f)  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 clause (b) above;

(g) Eligible Repurchase Obligations; or

(h) 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 delivered to the Indenture Trustee.

For purposes of the definition of “Eligible Investments,” the phrase “highest investment category” means (i) in the case of Fitch, “AAA” for long-term investments (or the equivalent) and “F-1+” for short-term investments (or the equivalent), (ii) in the case of Moody’s, “Aaa” for long-term investments (or the equivalent) and “P-1” for short-term investments (or the equivalent), and (iii) in the case of S&P, “AAA” for long-term investments (or the equivalent) and “A-1+” for short-term investments (or the equivalent).  A proposed investment not rated by Fitch but rated in the highest investment category by Moody’s shall be considered to be rated by each of the Rating Agencies in the highest investment category granted thereby.

“Eligible Lender Trust Agreement” means the Eligible Lender Trust Agreement, dated as of February 26, 2015, between the Eligible Lender Trustee and the Trust.

“Eligible Lender Trustee” means Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee under the Trust Agreement.  “Eligible Lender Trustee” shall also mean each successor Eligible Lender Trustee as of the qualification of such successor as Eligible Lender Trustee under the Trust Agreement.

Appendix A-13

“Eligible Loans” has the meaning specified in any of the Purchase Agreements or the Sale Agreement, as applicable.

“Eligible Repo Counterparty” means an institution that is an eligible lender (under the Federal Family Education Loan Program) or that holds Student Loans through an eligible lender trustee and whose short-term debt ratings are not less than “P-1” by Moody’s, “A-1” by S&P and “F1” by Fitch, if rated by Fitch; provided that such short-term debt ratings shall only apply if the applicable Rating Agency is then rating the Notes.

“Eligible Repurchase Obligations” means repurchase obligations with respect to Student Loans serviced by the Servicer or an Affiliate thereof, entered into with an Eligible Repo Counterparty, provided that the applicable repurchase date shall occur no later than the Business Day prior to the next Distribution Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Euroclear” means the Euroclear System, or any successor thereto.

“European Clearing Systems” means Euroclear or Clearstream, Luxembourg.

“Event of Default” has the meaning specified in Section 5.1 of the Indenture.

“Excess Distribution Certificate” means the certificate, substantially in the form of Exhibit A to the Trust Agreement, evidencing the right to receive payments thereon as set forth in Sections 2.8(k) and 2.9(f) of the Administration Agreement.

“Excess Distribution Certificate Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 3.3(g) of the Trust Agreement, which paying agent shall initially be the Indenture Trustee.

“Excess Distribution Certificate Register” and “Excess Distribution Certificate Registrar” mean the register mentioned and the registrar appointed pursuant to Section 3.3(c) of the Trust Agreement.

“Excess Distribution Certificateholder” means the person in whose name an Excess Distribution Certificate is registered in the Excess Distribution Certificate Register.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, any Executive Vice President, any Senior Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

Appendix A-14

“Expenses” means any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any of its officers, directors or agents in any way relating to or arising out of the Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee under the Trust Agreement or the other Basic Documents.

“FATCA” means the U.S. Foreign Account Tax Compliance Act, as amended, and any successor statute, and the rules thereunder.

“FATCA Withholding Tax” means any withholding taxes imposed on or in respect of any Note pursuant to FATCA or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Rate” means the rate set forth for such day opposite the caption “Federal Funds (effective)” in the weekly statistical release designated H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.  If such rate is not published in the relevant H.15(519) for any day, the rate for such day shall be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged prior to 9:00 a.m. New York City time on that day by each of four leading brokers in such transactions located in New York City selected by the Administrator. The Federal Funds rate for each Saturday and Sunday and for any other that is not a Business Day shall be the Federal Funds Rate for the preceding Business Day as determined above.

“Fitch” means Fitch Ratings, Inc., also known as Fitch Ratings or any successor Rating Agency.

“Floor Income Rebate Account” means the account designated as such, established and maintained pursuant to Section 2.3(n) of the Administration Agreement.

“Floor Income Rebate Account Release Amount” means, for each related Distribution Date as described in Section 8.2(m) of the Indenture, all amounts on deposit in the Floor Income Rebate Account at the end of the Collection Period preceding such Distribution Date.

“Funding Interim Trust Agreement” means the Interim Trust Agreement, dated as of February 26, 2015, between the Depositor and the Interim Eligible Lender Trustee.

“GLB Regulations” means the Joint Banking Agencies’ Privacy of Consumer Financial Information, Final Rule (12 CFR Parts 40, 216, 332 and 573) or the Federal Trade Commission’s Privacy of Consumer Financial Information, Final Rule (16 CFR Part 313), as applicable, implementing Title V of the Gramm-Leach-Bliley Act, Public Law 106-102, as amended.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations)

Appendix A-15

of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

 “Guarantee Agreement” means any agreement between any Guarantor and the Eligible Lender Trustee providing for the payment by the related Guarantor of amounts authorized to be paid pursuant to the Higher Education Act to holders of qualifying Student Loans guaranteed in accordance with the Higher Education Act by such Guarantor.

“Guarantee Payment” means any payment made by a Guarantor pursuant to a Guarantee Agreement in respect of a Trust Student Loan.

“Guarantor” means any entity listed on Attachment B (as amended from time to time) to the Sale Agreement, the Purchase Agreements, any Additional Purchase Agreement or any Additional Sale Agreement, as applicable.

“H.15(519)”means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the United States Federal Reserve System.

“H.15 Daily Update” means the daily update for H.15(519), available through the world wide web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publications.

“Higher Education Act” means the Higher Education Act of 1965, as amended, together with any rules, regulations and interpretations thereunder.

“Indenture” means the Indenture dated as of February 26, 2015, among the Eligible Lender Trustee, the Trust and the Indenture Trustee.

“Indenture Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the Noteholders (including all Collateral Granted to the Indenture Trustee), including all proceeds thereof.

“Indenture Trustee” means Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as indenture trustee under the Indenture.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Trust, any other obligor upon the Notes, the Depositor and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Trust, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Trust, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, placement agent, trustee, partner, director or person performing similar functions.

Appendix A-16

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

“Index Maturity” means, with respect to any Accrual Period, a period of time equal to one month, two months and/or three months, as applicable, commencing on the first day of that Accrual Period.

“Initial Accrual Rate” means, for each class of the Class A Notes and the Class B Notes and any Accrual Period commencing on the Closing Date to, but excluding, the first Distribution Date for that class of Notes, Two-Month LIBOR.

“Initial Cutoff Date” means February 26, 2015.

“Initial Cutoff Date Pool Balance” means, as of the Initial Cutoff Date and with respect to the Initial Trust Student Loans, $977,128,086.96, representing the estimated Pool Balance as of the Initial Cutoff Date.

“Initial Pool Balance” means (1) the Initial Cutoff Date Pool Balance plus (2) the Supplemental Purchase Account Initial Deposit.

“Initial Trust Student Loans” means the Trust Student Loans purchased by the Trust on the Closing Date pursuant to the Sale Agreement.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, which decree or order remains unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

Appendix A-17

“Interest Subsidy Payments” means payments, designated as such, consisting of interest subsidies by the Department in respect of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Trust in accordance with the Higher Education Act.

“Interim Eligible Lender Trustee” means Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as Interim Eligible Lender Trustee under each Interim Trust Agreement.  “Interim Eligible Lender Trustee” shall also mean each successor Interim Eligible Lender Trustee as of the qualification of such Interim Eligible Lender Trustee under the Interim Trust Agreement.

“Interim Trust Agreement” means each of the Funding Interim Trust Agreement, the Blue Ridge Funding Interim Trust Agreement, the Red Wolf Funding Interim Trust Agreement and the VL Funding Interim Trust Agreement.

“Interim Trust Loans” has the meaning set forth in the related Interim Trust Agreement.

“Investment Earnings” means, with respect to any Distribution Date, the earnings derived from Eligible Investments (net of losses and investment expenses) on amounts on deposit in the Trust Accounts (other than the Borrower Benefit Account) to be deposited into the Collection Account on or prior to such Distribution Date pursuant to Section 2.3(b) of the Administration Agreement.

“Issuer” means the Trust and, for purposes of any provision contained in the Indenture and required by the TIA, each other obligor on the Notes.

“Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

“LIBOR” means One-Month LIBOR or Two-Month LIBOR, as applicable.

“LIBOR Determination Date” means, for each Accrual Period, the second Business Day before the beginning of that Accrual Period.

“Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens and any other liens, if any, which attach to the respective Trust Student Loan by operation of law as a result of any act or omission by the related Obligor.

“Liquidated Student Loan” means any defaulted Trust Student Loan liquidated by the Servicer (which shall not include any Trust Student Loan on which Guarantee Payments are received) or which the Servicer has, after using all reasonable efforts to realize upon such Trust Student Loan, determined to charge off.

“Liquidation Proceeds” means, with respect to any Liquidated Student Loan which became a Liquidated Student Loan during the current Collection Period in accordance with the Servicer’s customary servicing procedures, the moneys collected in respect of the liquidation thereof from whatever source, other than Recoveries, net of the sum of any amounts expended by the Servicer in connection with such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Student Loan.

Appendix A-18

“Loan” has the meaning set forth in Section 2 of each of the Purchase Agreements, as applicable, and each Additional Purchase Agreement.

“Minimum Purchase Amount” means an amount that would be sufficient to (i) reduce the Outstanding Amount of each class of Notes on such Distribution Date to zero, and (ii) pay to the respective Noteholders the Class A Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Interest Distribution Amount payable on such Distribution Date.

“Moody’s” means Moody’s Investors Service, Inc. or any successor Rating Agency.

“Navient CFC” means Navient Credit Finance Corporation.

“Navient CFC Purchase Agreement” means the Purchase Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015, among Navient CFC, the Interim Eligible Lender Trustee and the Depositor, as well as each purchase agreement entered into thereunder.

 “Note Depository Agreement” means the Letter of Representations, dated as of February 26, 2015 among the Trust, the Eligible Lender Trustee and the Indenture Trustee in favor of DTC.

“Note Final Maturity Date” means the Class A-1 Maturity Date, the Class A-2 Maturity Date or the Class B Maturity Date, as applicable.

“Note Interest Shortfall” means the Class A Note Interest Shortfall, if any, and/or the Class B Note Interest Shortfall, if any, as applicable.

“Note Owner” means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the applicable Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Pool Factor” means, as of the close of business on a Distribution Date, a seven-digit decimal figure equal to the Outstanding Amount of a class of Notes divided by the original Outstanding Amount of such class of Notes.  The Note Pool Factor for each class will be 1.0000000 as of the Closing Date; thereafter, the Note Pool Factor for each class will decline to reflect reductions in the Outstanding Amount of that class of Notes.

“Note Rates” means, with respect to any Accrual Period, the Class A-1 Rate, the Class A-2 Rate and the Class B Rate for such Accrual Period, collectively.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.4 of the Indenture.

“Noteholder” means the Person in whose name a Note is registered in the Note Register.

Appendix A-19

“Noteholder FATCA Information” means information sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax under FATCA.

“Noteholder Tax Identification Information” means properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code).

“Note” means a Class A-1 Note, a Class A-2 Note or a Class B Note.

“Notes” means the collective reference to the Class A Notes and the Class B Notes.

“Obligor” on a Trust Student Loan means the borrower or co-borrowers of such Trust Student Loan and any other Person who owes payments in respect of such Trust Student Loan, including the Guarantor thereof and, with respect to any Interest Subsidy Payment or Special Allowance Payment, if any, thereon, the Department.

“Officers’ Certificate” means (i) in the case of the Trust, a certificate signed by any Authorized Officer of the Owner Trustee, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, and delivered to the Indenture Trustee, and (ii) in the case of the Depositor, the Administrator or the Servicer, a certificate signed by any Authorized Officer of the Depositor, the Administrator or the Servicer, as applicable.

“One-Month LIBOR” and “Two-Month LIBOR” means, with respect to any Accrual Period, the London interbank offered rate for deposits in U.S. Dollars having the Index Maturitywhich appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. London time, on the related LIBOR Determination Date, as determined by the Administrator.  If this rate does not appear on Reuters Screen LIBOR01 Page or on such comparable service as is customarily used to quote LIBOR, the rate for that day will be determined on the basis of the rates at which deposits in U.S. Dollars, having the Index Maturity and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks.  The Administrator will request the principal London office of each Reference Bank to provide a quotation of its rate.  If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations.  If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Administrator at approximately 11:00 a.m., New York time, on that LIBOR Determination Date, for loans in U.S. Dollars to leading European banks having the Index Maturity and in a principal amount of not less than U.S. $1,000,000.  If the banks selected as described above are not providing quotations, LIBOR in effect for the applicable Accrual Period will be LIBOR for the Index Maturity in effect for the previous Accrual Period.  All percentages resulting from such calculations shall be rounded, if necessary, to the nearest 1/100,000 of 1%, or 0.0000001, with five one-millionths of a percentage point being rounded upward.

Appendix A-20

“Opinion of Counsel” means (i) with respect to the Trust, one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Owner Trustee, the Trust, the Depositor or an Affiliate of the Depositor and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee as Indenture Trustee, shall comply with any applicable requirements of Section 11.1 of the Indenture and shall be in form and substance satisfactory to the Indenture Trustee, and (ii) with respect to the Depositor, the Administrator or the Servicer, one or more written opinions of counsel who may be an employee of or counsel to the Depositor, the Administrator or the Servicer, which counsel shall be acceptable to the Indenture Trustee and the Owner Trustee.

“Origination Fee” means any origination fee payable to the Department by the lender with respect to any Trust Student Loan.

“Outstanding” means, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(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.

“Outstanding Amount” means, as of any date of determination, the aggregate principal balance of all the Notes or the applicable class or classes of Notes, as the case may be, Outstanding at such date of determination.

Appendix A-21

“Owner Trustee” means Wells Fargo Delaware Trust Company, N.A., a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement.  “Owner Trustee” shall also mean each successor Owner Trustee as of the qualification of such successor as Owner Trustee under the Trust Agreement.

“Paying Agent” means, with respect to the Notes,the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Owner Trustee on behalf of the Trust to make the payments to and distributions from the Collection Account and payments of principal of and interest and any other amounts owing on the Notes on behalf of the Trust.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, limited liability company, limited liability partnership or government or any agency or political subdivision thereof.

“Physical Property” has the meaning assigned to such terms in the definition of “Delivery” above.

“PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).

 “Pool Balance” for any date means the aggregate principal balance of the Trust Student Loans on that date (including accrued interest that is expected to be capitalized) as such balance has been reduced through such date by:

(a)           all payments received by the Trust through that date from Obligors, the Guarantors and the Department;

(b)           all amounts received by the Trust through that date from repurchases of the Trust Student Loans by Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding or the Depositor, as applicable, or purchases by the Servicer;

(c)           all Liquidation Proceeds and Realized Losses on the Trust Student Loans liquidated through that date;

(d)           the amount of any adjustments to the outstanding principal balances of the Trust Student Loans that the Servicer makes under the Servicing Agreement through that date; and

(e)           the amount by which Guarantor reimbursements of principal on defaulted Trust Student Loans through that date are reduced from 100% to 98%, from 99% to 97%, or from and to such other applicable percentages as are required by the risk sharing provisions of the Higher Education Act.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture and in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

Appendix A-22

“Primary Servicing Fee” for any Distribution Date has the meaning specified in Attachment A to the Servicing Agreement, and shall include any such fees from prior Distribution Dates that remain unpaid.

“Principal Distribution Amount” means, for any Distribution Date, the amount, not less than zero, by which (a) the aggregate Outstanding Amount of the Notes immediately prior to such Distribution Date exceeds (b) the Adjusted Pool Balance for such Distribution Date less the Specified Overcollateralization Amount.  Notwithstanding the foregoing, (i) on or after the related Note Final Maturity Date, the Principal Distribution Amount shall not be less than the amount that is necessary to reduce the Outstanding Amount of the related class of Notes to zero, and (ii) the Principal Distribution Amount shall not exceed the aggregate Outstanding Amount of the Notes as of any Distribution Date (before giving effect to any distributions on such Distribution Date).

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Prospectus” means the collective reference to the Base Prospectus dated February 12, 2015 and the Prospectus Supplement dated February 18, 2015.

“Purchase Agreement” means each of the Navient CFC Purchase Agreement, the Blue Ridge Funding Purchase Agreement, the Red Wolf Funding Purchase Agreement or the VL Funding Purchase Agreement each dated as of February 26, 2015.

“Purchase Amount” with respect to any Trust Student Loan means the amount required to prepay in full such Trust Student Loan under the terms thereof including all accrued and unpaid interest thereon.

“Purchased Student Loan” means a Trust Student Loan which is, as of the close of business on the last day of a Collection Period, purchased by the Servicer pursuant to Section 3.5A or 3.5H of the Servicing Agreement or repurchased by the Depositor pursuant to Section 6 of the Sale Agreement, purchased by the Servicer pursuant to Section 6.1 of the Administration Agreement, repurchased by Navient CFC pursuant to Section 6 of the Navient CFC Purchase Agreement, repurchased by Blue Ridge Funding pursuant to Section 6 of the Blue Ridge Funding Purchase Agreement, repurchased by Red Wolf Funding pursuant to Section 6 of the Red Wolf Funding Purchase Agreement, repurchased by VL Funding pursuant to Section 6 of the VL Funding Purchase Agreement or sold to another eligible lender holding one or more Serial Loans with respect to such Trust Student Loan pursuant to Section 3.11E of the Servicing Agreement.

“Rating Agency” means each of DBRS, Fitch and Moody’s, so long as such organization is then rating the Notes.  If any such organization or successor thereto is no longer in existence, “Rating Agency” with respect to such organization shall be a nationally recognized statistical rating organization or other comparable Person designated by the Administrator, written notice of which designation shall be given to the Indenture Trustee, the Owner Trustee and the Servicer.

Appendix A-23

“Rating Agency Condition” means, with respect to any intended action, that each Rating Agency then rating a class of Notes shall have been given 10 days’ prior written notice thereof and that each such Rating Agency shall have notified the Administrator, the Servicer, the Trust and the Indenture Trustee in writing that such proposed action will not result in and of itself in the reduction or withdrawal of its then-current rating of any class of Notes.

“Realized Loss” means the excess of the principal balance, including any interest that had been or had been expected to be capitalized, of any Liquidated Student Loan over Liquidation Proceeds for that Liquidated Student Loan to the extent allocable to principal, including any interest that had been or had been expected to be capitalized.

“Record Date” means, with respect to a Distribution Date or Redemption Date and for each class of Notes, the close of business on the day preceding such Distribution Date or Redemption Date.

“Recoveries” means moneys collected from whatever source with respect to any Liquidated Student Loan which was written off in prior Collection Periods or during the current Collection Period, net of the sum of any amounts expended by the Servicer for the account of any Obligor and any amounts required by law to be remitted to any Obligor.

“Red Wolf Funding” means Red Wolf Funding, LLC.

“Red Wolf Funding Eligible Lender Trustee” means Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as interim eligible lender trustee for the benefit of Red Wolf Funding under the Red Wolf Funding Interim Trust Agreement.

“Red Wolf Funding Interim Trust Agreement” means the Interim Trust Agreement dated as of February 26, 2015, between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee.

“Red Wolf Funding Purchase Agreement” means the Purchase Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015, among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Servicer and the Depositor, as well as each purchase agreement entered into thereunder.

“Redemption Date” means in the case of a payment to Noteholders pursuant to Section 10.1 of the Indenture, the Distribution Date specified pursuant to Section 10.1 of the Indenture.

“Redemption Price” means an amount equal to the Outstanding Amount of the Notes, plus accrued and unpaid interest thereon at the applicable Note Rate to but excluding the Redemption Date.

“Reference Banks” means four major banks in the London interbank market, as selected by the Administrator.

“Registrar” means the Excess Distribution Certificate Registrar and/or the Note Registrar, as applicable.

Appendix A-24

“Regulation AB” means  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100 229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (Asset Backed Securities, Securities Act Release No. 33 8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) and the portions of Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (Sept. 24, 2014)) that are in effect on any specific date or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 2.3(g) of the Administration Agreement.

“Reserve Account Initial Deposit” means $16,379,916.

“Responsible Officer” means, with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers, with direct responsibility for the administration of the Indenture and the other Basic Documents on behalf of the Indenture Trustee and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Reuters Screen LIBOR01 Page” means the display page so designated on the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor.

“Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015, among the Eligible Lender Trustee on behalf of the Trust, the Trust, the Interim Eligible Lender Trustee and the Depositor, and the sale agreement or agreements entered into thereunder.

“Sarbanes Certification” means the certification required by Rules 13a-14(d) and 15(d)-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes Oxley Act of 2002).

“Schedule of Trust Student Loans” means the listing of the Trust Student Loans set forth in Schedule A to the Indenture and the Bill of Sale (which Schedule may be in the form of microfiche).

“Serial Loan” means an additional student loan which is made to a borrower who is also a borrower under at least one Trust Student Loan.

“Servicer” means Navient Solutions, Inc., in its capacity as servicer of the Trust Student Loans.

Appendix A-25

“Servicer Default” means an event specified in Section 5.1 of the Servicing Agreement.

“Servicer’s Report” means any report of the Servicer delivered pursuant to Section 3.1(a) of the Administration Agreement, substantially in the form acceptable to the Administrator.

“Servicing Agreement” means the Servicing Agreement dated as of February 26, 2015, among the Trust, the Eligible Lender Trustee, the Servicer, the Administrator and the Indenture Trustee.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Fee” has the meaning specified in Attachment A to the Servicing Agreement.

“Special Allowance Payments” means payments, designated as such, consisting of effective interest subsidies by the Department in respect of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Trust in accordance with the Higher Education Act.

“Specified Overcollateralization Amount” means for any Distribution Date, the greater of:

(a)           1.50% of the Adjusted Pool Balance for that Distribution Date; and

(b)           $3,000,000.

“Specified Reserve Account Balance” means, for any Distribution Date, the greater of:

(a) (i) for any Distribution Date occurring prior to the May 2016 Distribution Date, 1.65% of the Pool Balance as of the end of the related Collection Period, and (ii) for any Distribution Date occurring on or after the May 2016 Distribution Date, 0.25% of the Pool Balance as of the end of the related Collection Period; and

(b) $992,722;

provided that in no event will that balance exceed the Outstanding Amount of the Notes.

“Stafford Loan” means a Trust Student Loan designated as such that is made under the Stafford Loan Program in accordance with the Higher Education Act.

“State” means any one of the 50 States of the United States of America or the District of Columbia.

“Statistical Cutoff Date” means January 12, 2015.

“Student Loans” means education loans to students and parents of students under the Federal Family Education Loan Program.

Appendix A-26

“Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the student loan-backed securities market) of Trust Student Loans but performs one or more of the discrete functions identified in Item 1122(d) of Regulation AB with respect to the Trust Student Loans under the direction or authority of the Administrator, Servicer or Indenture Trustee (as applicable).

“Subsequent Cutoff Date” with respect to each Additional Trust Student Loan or Substituted Trust Student Loan has the meaning set forth in the related Additional Purchase Agreement and Additional Sale Agreement.

“Subservicer” shall mean any Person that services the Trust Student Loans on behalf of the Administrator, Servicer or Indenture Trustee (as applicable) and is responsible for the performance (whether directly or through other Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Administrator, Servicer or Indenture Trustee (as applicable) that are identified in Item 1122(d) of Regulation AB.

“Substituted Trust Student Loan” means each Eligible Loan substituted by the Depositor pursuant to Section 6(B) of the Sale Agreement and each related Additional Sale Agreement.

“Successor Administrator” has the meaning specified in Section 3.7(e) of the Indenture.

“Successor Servicer” has the meaning specified in Section 3.7(e) of the Indenture.

“Supplemental Purchase Account” means any account designated as such, established and maintained pursuant to Section 2.3(k) of the Administration Agreement.

“Supplemental Purchase Account Initial Deposit” means $15,594,093.04, which is equal to the excess, if any, of (x) the Pool Balance as of the Statistical Cutoff Date over (y) the Initial Cutoff Date Pool Balance; provided that such amount is not in excess of 10% of the Pool Balance as of the Statistical Cutoff Date. The Supplemental Purchase Account Initial Deposit will be subject to adjustment in accordance with Section 2.3(k) of the Administration Agreement.

“Supplemental Purchase Period” means the period beginning on the Closing Date and ending on March 12, 2015.

“Transfer” means an offer, sale, pledge, transfer or other disposition of a Note or any interest therein.

“Transfer Date” has the meaning specified in Section 5.2(a) of the Administration Agreement.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code.  References in any document or instrument to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Appendix A-27

“Trust” means Navient Student Loan Trust 2015-1, a Delaware statutory trust established pursuant to the Trust Agreement.

“Trust Account Property” means the Trust Accounts, all cash and investments held from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), including the Reserve Account Initial Deposit, the Supplemental Purchase Account Initial Deposit, the Collection Account Initial Deposit, the Borrower Benefit Account Initial Deposit and all earnings on and proceeds of the foregoing.

“Trust Accounts” has the meaning specified in Section 2.3(b) of the Administration Agreement.

“Trust Agreement” means the short-form trust agreement, dated as of February 4, 2015, as amended and restated pursuant to an Amended and Restated Trust Agreement, dated as of February 26, 2015 among the Depositor, the Owner Trustee and the Indenture Trustee.

“Trust Auction Date” has the meaning specified in Section 4.4 of the Indenture.

“Trust Estate” means all right, title and interest of the Trust (or the Eligible Lender Trustee on behalf of the Trust) in and to the property and rights sold, transferred and assigned to the Trust pursuant to the Sale Agreement and any Additional Sale Agreement, all funds on deposit from time to time in the Trust Accounts and all other property of the Trust from time to time, including any rights of the Eligible Lender Trustee and the Trust pursuant to the Trust Agreement, the Administration Agreement, the Servicing Agreement and any Eligible Repurchase Obligations.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

“Trust Student Loan” means any student loan that is listed on the Schedule of Initial Trust Student Loans on the Closing Date, plus any Additional Trust Student Loan, plus any student loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6 of the Sale Agreement or pursuant to Section 6 of an Additional Sale Agreement or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any Purchased Student Loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto or any Liquidated Student Loan following receipt by or on behalf of the Trust of Liquidation Proceeds with respect thereto or following such Liquidated Student Loan having otherwise been written off by the Servicer.

“Trust Student Loan Files” means the documents specified in Section 2.1 of the Servicing Agreement.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

“Underwriter” means each of J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters.

Appendix A-28

“VL Funding” means VL Funding LLC.

“VL Funding Eligible Lender Trustee” means Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as interim eligible lender trustee for the benefit of VL Funding under the VL Funding Interim Trust Agreement.

“VL Funding Interim Trust Agreement” means the Interim Trust Agreement dated as of February 26, 2015, between VL Funding and the VL Funding Eligible Lender Trustee.

“VL Funding Purchase Agreement” means the Purchase Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015, among VL Funding, the VL Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Servicer and the Depositor, as well as each purchase agreement entered into thereunder.

Appendix A-29

SCHEDULE A

Schedule of Trust Student Loans

[See Schedule A to the Bill of Sale

(Attachment B to the Sale Agreement)]

Schedule A-1

SCHEDULE B

Location of  Trust Student Loan Files

[See Attachment B to the Servicing Agreement)]

Schedule B-1

EXHIBIT A

[Form of Notes]

[See tab 15.1]

Exhibit A-1

EXHIBIT B

Form of Note Depository Agreement

Exhibit B-1

 EXHIBIT C

Servicing Criteria To Be Addressed In Assessment Of Compliance

The assessment of compliance to be delivered by Wells Fargo Bank, N.A., as Indenture Trustee, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

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
	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

Exhibit C-1

Reference Criteria Applicability

	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
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

Exhibit C-2

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

Exhibit C-3

EX-4.7

Exhibit 4.7

ELIGIBLE LENDER TRUST AGREEMENT

between

NAVIENT STUDENT LOAN TRUST 2015-1

and

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely

as Eligible Lender Trustee for the benefit of Navient Student Loan Trust 2015-1

Dated as of February 26, 2015

TABLE OF CONTENTS

Page

ARTICLE I	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	11
SECTION 9.12.	Limitation of Liability of Owner Trustee	11

ELIGIBLE LENDER TRUST AGREEMENT

ELIGIBLE LENDER TRUST AGREEMENT (the “Agreement”), dated as of February 26, 2015, between NAVIENT STUDENT LOAN TRUST 2015-1  (the “Trust”) as the Purchaser of certain Loans, and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”).

WHEREAS, on the Closing Date, Navient Funding, LLC (the “Depositor”) has acquired certain Loans from subsidiaries or affiliates of Navient Corporation, and will subsequently enter into a Sale Agreement with the Trust, for the purpose of effecting the sale of such Loans to the Trust;

WHEREAS, during the Supplemental Purchase Period, the Depositor may acquire Additional Trust Student Loans from subsidiaries or affiliates of Navient Corporation and subsequently enter into one or more Additional Sale Agreements with the Trust, for the purpose of effecting the sale of such Additional Trust Student Loans (collectively, the applicable Initial Trust Student Loans and the applicable Additional Trust Student Loans are referred to herein as the “Trust Loans”);

WHEREAS, the Eligible Lender Trustee is an “eligible lender” within the meaning of Section 435(d) of the Higher Education Act and is willing to hold legal title to the Trust Loans on behalf and for the benefit of the Trust.

NOW, THEREFORE, the Trust and the Eligible Lender Trustee hereby agree as follows:

ARTICLE I

Definitions and Usage

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, dated as of February 26, 2015 (the “Indenture”), among the Trust, the Eligible Lender Trustee and Wells Fargo Bank, N.A., not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), as may be amended or supplemented from time to time, which also contains rules as to usage that shall be applicable herein.

ARTICLE II

Appointment of Eligible Lender Trustee; Sharing of Relevant LID

SECTION 2.1.      Appointment of Eligible Lender Trustee.  The Trust hereby appoints the Eligible Lender Trustee, effective as of the date hereof, as trustee, to have all the rights, powers and duties set forth herein, including, without limitation:

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.

SECTION 2.2.      Declaration of Trust.  The Eligible Lender Trustee hereby declares that it will hold the Trust Loans in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust, subject to the obligations of the Eligible Lender Trustee under this Agreement and the other Basic Documents to which it is a party.  Effective as of the date hereof, the Eligible Lender Trustee shall have all rights, powers and duties set forth herein with respect to accomplishing the purposes of this Agreement.  Legal title to all of the Trust Loans shall be vested at all times in the Eligible Lender Trustee for the benefit of and on behalf of the Trust.

SECTION 2.3.      Title to Trust Loans.  Legal title to all of the Trust Loans shall be vested at all times in the Eligible Lender Trustee on behalf of and for the benefit of the Trust, under U.S. Department of Education LID number 829077 (the “Related LID”).  The Related LID is being jointly shared with the Depositor and other affiliated entities pursuant to an existing agreement between the Eligible Lender Trustee and the Depositor.

ARTICLE III

Representations and Warranties of the Trust

The Trust hereby represents and warrants to the Eligible Lender Trustee that:

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

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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.

ARTICLE IV

Authority and Duties of Eligible Lender Trustee

SECTION 4.1.      General Authority.  The Eligible Lender Trustee is authorized and directed to execute and deliver this Agreement and the other Basic Documents to which it is a party and each certificate or other document attached as an exhibit to or contemplated by such agreements, in each case, in such form as the Trust shall approve as evidenced conclusively by the Eligible Lender Trustee’s execution thereof.  The Eligible Lender Trustee is also authorized and directed on behalf and for the benefit of the Trust to acquire and hold legal title to all Trust Loans to be sold by the Depositor, with beneficial ownership to be held by the Trust, and to take all actions required of the Eligible Lender Trustee pursuant to this Agreement and the other Basic Documents to which it is a party.

SECTION 4.2.      General Duties.  It shall be the duty of the Eligible Lender Trustee to discharge (or cause to be discharged) all its responsibilities as the Eligible Lender Trustee pursuant to the terms of this Agreement and the other Basic Documents to which it is a party.

SECTION 4.3.      No Duties Except as Specified in this Agreement.  The Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Trust Loans, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Eligible Lender Trustee is a party, except as expressly provided by the terms of this Agreement and the other Basic Documents to which it is a party; and no implied duties or obligations shall be read into any such agreement against the Eligible Lender Trustee.  In particular, the Eligible Lender Trustee agrees to cooperate fully and assist the Servicer in connection with guarantee claims for Guarantee Payments with the related Guarantors, and all claims and collections with regard to Interest Subsidy Payments and Special Allowance Payments to be received from the Department on the Trust Loans.

SECTION 4.4.      No Action Except Under Specified Documents.  The Eligible Lender Trustee shall not otherwise deal with the Trust Loans except in accordance with the powers granted to and the authority conferred upon the Eligible Lender Trustee pursuant to this Agreement and the other Basic Documents to which it is a party.

SECTION 4.5.      Restrictions.  The Eligible Lender Trustee shall not take any action that is inconsistent with the purposes of the Trust set forth in the Basic Documents.

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SECTION 4.6.      Further Actions.  (a) The Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Depositor or the Administrator may reasonably direct in writing in order to maintain all Federal Contracts and Guarantee Agreements relating to the Trust Loans and take any other actions with respect to and in furtherance of such agreements as reasonably requested in writing by the Depositor or the Administrator for the benefit of the Trust.

(b)           The Eligible Lender Trustee shall promptly notify the Indenture Trustee, the Administrator and the Trust upon any change of address of the Eligible Lender Trustee that would require the filing of new Form UCC-1’s or Form UCC-3’s to maintain the perfected security interest of the Indenture Trustee (on behalf of the Noteholders) in the Trust Loans.

ARTICLE V

Concerning the Eligible Lender Trustee

SECTION 5.1.      Acceptance of Trust and Duties.  The Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement.  The Eligible Lender Trustee shall not be answerable or accountable hereunder or under this Agreement and the other Basic Documents to which it is a party under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Eligible Lender Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

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.

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SECTION 5.2.      Representations and Warranties.  The Eligible Lender Trustee hereby represents and warrants to the Trust that:

1. It is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of 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.

SECTION 5.3.      Not Acting in Individual Capacity.  Except as provided in this Article V, in accepting the trust hereby created, Wells Fargo Bank, N.A. acts solely as Eligible Lender Trustee hereunder and not in its individual capacity.

SECTION 5.4.      Eligible Lender Trustee Not Liable for the Trust Loans.  The Eligible Lender Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Basic Document to which it is a party or of any Trust Loan or related documents.  The Eligible Lender Trustee shall not at any time have any responsibility or liability (except for willfully or negligently terminating or allowing to be terminated any of the Guarantee Agreements, in a case where the Eligible Lender Trustee knows of any facts or circumstances which will or could reasonably be expected to result in any such termination) for or with respect to the legality, validity, enforceability and eligibility for Guarantee Payments, federal reinsurance, Interest Subsidy Payments or Special Allowance Payments, as applicable, in respect of any Trust Loan, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Excess Distribution Certificateholder or the Noteholders including the existence and contents of any computer or

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other record of any Trust Loan; the validity of the assignment of any Trust Loan to the Eligible Lender Trustee on behalf of the Trust; the completeness of any Trust Loan; the performance or enforcement (except as expressly set forth in any Basic Document) of any Trust Loan; the compliance by the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action or inaction of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Eligible Lender Trustee or the Trust.

SECTION 5.5.        Obligations to the Secretary and Guarantors. Notwithstanding any other provision in the Basic Documents to which the Eligible Lender Trustee is a party, nothing in such Basic Documents will be construed to limit the legal responsibility of the Eligible Lender Trustee to the United States Secretary of Education (the “Secretary”) or a Guarantor for any violations of statutory or regulatory requirements that may occur under the Higher Education Act or implementing regulations.  For the avoidance of doubt, the Eligible Lender Trustee shall in no event be liable or legally responsible hereunder to the other parties hereto or to any party to any Basic Document to which it is a party for any violations of statutory or regulatory requirements under the Higher Education Act or implementing regulations that occurred prior to the date hereof.

ARTICLE VI

Compensation and Indemnity of Eligible Lender Trustee

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.

ARTICLE VII

Termination of Eligible Lender Trust Agreement

This Agreement (other than Article VI) and the trust created hereby shall terminate and be of no further force or effect upon the earlier of (i) the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

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ARTICLE VIII

Successor Eligible Lender Trustees

SECTION 8.1.      Eligibility Requirements for Eligible Lender Trustee.  The Eligible Lender Trustee shall at all times be a corporation or banking association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Loans on behalf and for the benefit of the Trust, with a valid lender identification number with respect to the Trust Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed, in writing, by the Depositor or the Administrator, as applicable; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal or state authorities; and (v) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least "BBB-" (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Administrator (A) written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the outstanding Notes or (B) evidence of at least 10 days prior written notice to such Rating Agency (or such shorter period as is acceptable to each such Rating Agency) during which time no Rating Agency shall have notified the Eligible Lender Trustee in writing that such action might or will result in the downgrade, qualification or withdrawal of the then current rating of any of the outstanding Notes.  If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 8.2.

SECTION 8.2.      Resignation or Removal of Eligible Lender Trustee.  The Eligible Lender Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Trust.  Upon receiving such notice of resignation, the Trust shall promptly appoint a successor Eligible Lender Trustee meeting the eligibility requirements of Section 8.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Eligible Lender Trustee and one copy to the successor Eligible Lender Trustee.  If no successor Eligible Lender Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Eligible Lender Trustee may petition any court of competent jurisdiction for the appointment of a successor Eligible Lender Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Eligible Lender Trustee from any obligations otherwise imposed on it under this Agreement and the other Basic Documents to which it is a party until such successor has in fact assumed such appointment.

If at any time the Eligible Lender Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.1 and shall fail to resign after written request therefor by the Trust, then the Trust may remove the Eligible Lender Trustee.  If the Trust shall remove the Eligible Lender Trustee under the authority of the immediately

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preceding sentence, the Trust shall promptly appoint a successor Eligible Lender Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Eligible Lender Trustee so removed and one copy to the successor Eligible Lender Trustee together with payment of all fees owed to the outgoing Eligible Lender Trustee.

Any resignation or removal of the Eligible Lender Trustee and appointment of a successor Eligible Lender Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Eligible Lender Trustee pursuant to Section 8.3 and payment of all fees and expenses owed to the outgoing Eligible Lender Trustee.

SECTION 8.3.      Successor Eligible Lender Trustee.  Any successor Eligible Lender Trustee appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to the Trust and to its predecessor Eligible Lender Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Eligible Lender Trustee shall become effective and such successor Eligible Lender Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Eligible Lender Trustee.  The predecessor Eligible Lender Trustee shall upon payment of its fees and expenses deliver to the successor Eligible Lender Trustee all documents, statements, moneys and properties held by it under this Agreement and shall assign, if permissible, to the successor Eligible Lender Trustee any lender identification number obtained from the Department with respect to the Trust Loans; and the Trust and the predecessor Eligible Lender Trustee, at the sole cost and expense of the Depositor, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Eligible Lender Trustee all such rights, powers, duties and obligations.

No successor Eligible Lender Trustee shall accept such appointment as provided in this Section unless at the time of such acceptance such successor Eligible Lender Trustee shall be eligible pursuant to Section 8.1.

Upon acceptance of appointment by a successor Eligible Lender Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Eligible Lender Trustee to the Trust, the Excess Distribution Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies then rating the Notes.  If the Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor Eligible Lender Trustee, the successor Eligible Lender Trustee shall cause such notice to be mailed at the expense of the Administrator.

SECTION 8.4.      Merger or Consolidation of Eligible Lender Trustee.  Any corporation or banking association into which the Eligible Lender Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the Eligible Lender Trustee shall be a party, or any corporation or banking association succeeding to all or substantially all the corporate trust business of the Eligible Lender Trustee, shall, without the execution or

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filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Eligible Lender Trustee hereunder; provided that such corporation or banking association shall be eligible pursuant to Section 8.1; and provided further that the Eligible Lender Trustee shall mail notice of such merger or consolidation to the Rating Agencies then rating the Notes not less than 15 days prior to the effective date thereof.

ARTICLE IX

Miscellaneous

SECTION 9.1.      Supplements and Amendments.  This Agreement may be amended by the Trust and the Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained or any Excess Distribution Certificateholder.

This Agreement may also be amended from time to time by the Trust and the Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders.

Promptly after the execution of any such amendment or consent, the Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Eligible Lender Trustee may prescribe.

Prior to the execution of any amendment to this Agreement, the Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

SECTION 9.2.      Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Eligible Lender Trustee shall be deemed given only upon

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actual receipt by the Eligible Lender Trustee), if to the Eligible Lender Trustee, addressed to its Corporate Trust Office; if to the Trust, addressed to Navient Student Loan Trust 2015-1, 2001 Edmund Halley Drive, Reston, Virginia 20191, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

SECTION 9.3.      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9.4.      Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 9.5.      Successors and Assigns.  All covenants and agreements contained herein shall be binding upon and to the benefit of, the Trust and its successors and the Eligible Lender Trustee and its successors, all as herein provided.

SECTION 9.6.      Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 9.7.      Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 9.8.      Force Majeure.  In no event shall the Eligible Lender Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Eligible Lender Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of its obligations as soon as practicable under the circumstances.

SECTION 9.9.      WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 9.10.      Patriot Act Compliance. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Relevant Law”), the Eligible Lender Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Eligible Lender Trustee. Accordingly, each of the parties agrees to provide to the Eligible Lender Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Eligible Lender Trustee to comply with Relevant Law.

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SECTION 9.11.      Third-Party Beneficiary.  This Agreement will inure to the benefit of and be binding upon the parties hereto, the Indenture Trustee for the benefit of the Noteholders, the Depositor and the Excess Distribution Certificateholder, each of which shall be considered to be a third-party beneficiary hereof. Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.

SECTION 9.12.      Limitation of Liability of Owner Trustee.  Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Wells Fargo Delaware Trust Company, N.A., not in its individual capacity, but solely in its capacity as Owner Trustee for the Trust and in no event shall Wells Fargo Delaware Trust Company, N.A., in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust or the Owner Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Trust.

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IN WITNESS WHEREOF, the parties hereto have caused this Eligible Lender Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Navient Student Loan Trust 2015-1

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

NAVIENT STUDENT LOAN TRUST 2015-1,

in its capacity as Purchaser

By:           WELLS FARGO DELAWARE TRUST

            COMPANY, N.A., not in its individual

             capacity but solely as Owner Trustee

By: /s/ Rosemary Kennard                                                                

Name:   Rosemary Kennard

Title:     Vice President

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EX-99.1

Exhibit 99.1

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of February 26, 2015 among Navient Credit Finance Corporation (“Navient CFC”), Navient Funding, LLC (“Funding”) and Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, shall be effective upon execution by the parties hereto.  References to Funding herein mean the Interim Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Eligible Loans.

WHEREAS, Navient CFC is the owner of certain Student Loans guaranteed under the Higher Education Act;

WHEREAS, Navient CFC may desire to sell its interest in such Loans from time to time and Funding may desire to purchase such Loans from Navient CFC;

WHEREAS, Funding desires to purchase from Navient CFC the portfolio of Initial Loans;

WHEREAS, from time to time following the Closing Date until the end of the Supplemental Purchase Period, Navient CFC may desire to sell Additional Loans and Funding may purchase such Additional Loans in accordance with these Master Terms and the related Additional Purchase Agreements;

WHEREAS, from time to time, Navient CFC may substitute loans in accordance with these Master Terms; and

WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, Purchased Loans on behalf of Funding.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

SECTION 1.    TERMS

These Master Terms establish the terms under which Navient CFC may sell and Funding (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of Funding) may purchase the Loans (and all obligations of the Borrowers thereunder) specified in the Initial Purchase Agreement with respect to the Initial Loans or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, as the parties may execute from time to time pursuant to these Master Terms.  The Initial Purchase Agreement and each Additional Purchase Agreement, as applicable, shall be substantially in the form of Attachment A and Attachment C hereto, respectively, in each case incorporating by reference the terms of these Master Terms, and shall be a separate agreement among Navient CFC, Funding, and the Interim Eligible Lender Trustee on behalf of Funding with respect to the Loans covered by the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable.  If the terms of the Initial Purchase Agreement or an Additional Purchase Agreement conflict with the terms of these Master Terms, the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable, shall supersede and govern.

SECTION 2.    DEFINITIONS

Capitalized terms used but not otherwise defined herein, including in the related Purchase Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture dated as of February 26, 2015, among the Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as such appendix may be amended or supplemented from time to time with the consent of the parties hereto.

For purposes hereof:

(A)                “Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

(B)                “Additional Bill of Sale” means each document, in the form of Attachment D hereto, executed by an authorized officer of Navient CFC, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by Navient CFC and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by Navient CFC, (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their  assignees, all right, title and interest of Navient CFC in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Bill of Sale and (iii) certify that the representations and warranties made by Navient CFC pursuant to Sections 5(A) and (B) of these Master Terms are true and correct.

(C)                “Additional Loan” means the Eligible Loans evidenced by a Note or Notes sold from time to time during the Supplemental Purchase Period pursuant to an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(D)                “Additional Loans Purchase Price” means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the Principal Balance of such Additional Loan, plus accrued interest to be capitalized).

(E)                “Additional Purchase Agreement” means each Additional Purchase Agreement (including the related Additional Bill of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by

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Navient CFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by Navient CFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

(F)               “Bill of Sale” means the Initial Bill of Sale or an Additional Bill of Sale, as applicable.

(G)                “Borrower” means the obligor on a Loan.

(H)                “Consolidation Loan” means a Subsidized Consolidation Loan or Unsubsidized Consolidation Loan.

(I)     “Cutoff Date” means the Initial Cutoff Date, the Statistical Cutoff Date or any Subsequent Cutoff Date, as applicable.

(J)               “Eligible Loan” means a Loan offered for sale or substituted by Navient CFC under a Purchase Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Purchase Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Bill of Sale, in the case of any Additional Loan or Substituted Loan:

(i)           is a Stafford Loan, a PLUS Loan or a Consolidation Loan (including Consolidation Loans that have been rehabilitated in accordance with the provisions of the Higher Education Act);

(ii)           is owned by Navient CFC and is fully disbursed;

(iii)           is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan;

(iv)           bears interest at a stated rate of not less than the maximum rate permitted under the Higher Education Act for such Loan;

(v)           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 Loan;

(vi)           if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a 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;

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(vii)           is current or no payment of principal or interest shall be more than 210 days past due as of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date;

(viii)           the last disbursement was before the Statistical Cutoff Date, in the case of the Initial Loans, or before the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan;

(ix)           is supported by the following documentation (which for a rehabilitated Loan, and to the extent applicable, need only be provided since the related date of such Loan’s rehabilitation in accordance with the provisions of the Higher Education Act):

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,

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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.

(K)               “Initial Bill of Sale” means the document, in the form of Attachment B hereto, executed by an authorized officer of Navient CFC which shall (i) set forth the applicable Initial Loans offered by Navient CFC and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all rights, title and interest of Navient CFC in the Initial Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by Navient CFC as set forth in Sections 5 (A) and (B) of these Master Terms are true and correct.

(L)       “Initial Cutoff Date” means February 26, 2015.

(M)       “Initial Loans” means the Eligible Loans evidenced by the Notes sold on the Closing Date pursuant to the Initial Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(N)       “Initial Payment” means the consideration specified as the “Initial Payment” in the applicable Purchase Agreement. The Initial Payment will include a specified dollar amount of cash and the Excess Distribution Certificate.

(O)               “Initial Purchase Agreement” means the Purchase Agreement (including the related Blanket Endorsement, Initial Bill of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by Navient CFC, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by Navient CFC as set forth in Sections 5 (A) and (B) of these Master Terms are true and correct as of the Closing Date.

(P)                “Loan” means an Initial Loan, Additional Loan or Substituted Loan, as applicable, offered for sale and purchased, or substituted, pursuant to the related Purchase Agreement and related documentation together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(Q)                “Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to Navient CFC by Funding and completed by Navient CFC that list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan.

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(R)               “Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

(S)               “PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).

(T)               “Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any), less amounts which may not be insured (such as late charges).

(U)                “Purchase Agreement” means the Initial Purchase Agreement or an Additional Purchase Agreement, as applicable, substantially in the form of Attachment A or C hereto, of which the Master Terms form a part by reference.

(V)                “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with respect to any Additional Loans or Substituted Loans, the date of the related Additional Bill of Sale.

(W)         “Purchase Price” means the Initial Payment or the Additional Loans Purchase Price, as applicable.

(X)      “Purchased Loans” means, with respect to each Purchase Agreement, the Loans offered for sale and purchased or substituted pursuant to such Purchase Agreement.

(Y)                “Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015 among Navient Funding, LLC, as Seller, Navient Student Loan Trust 2015-1, as Purchaser, and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

(Z)               “Secretary” means the United States Secretary of Education or any successor.

(AA)          [Reserved].

(BB)         “Stafford Loan” means a Subsidized Stafford Loan or an Unsubsidized Stafford Loan.

(CC)         “Statistical Cutoff Date” means January 12, 2015.

(DD)          “Subsequent Cutoff Date” means the date specified in the related Additional Purchase Agreement agreed to by Navient CFC and Funding for the purposes of determining the Principal Balance and accrued interest to be capitalized, as applicable, for purposes of completing each related Loan Transmittal Summary Form.

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(EE)               “Subsidized Consolidation Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.

(FF)               “Subsidized Stafford Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A of the Higher Education Act.

(GG)          “Substituted Loans” means the Eligible Loans evidenced by a Note or Notes substituted by Navient CFC pursuant to the terms of Section 6(B) hereof from time to time as evidenced by an Additional Purchase Agreement and related documentation, together with any guarantees and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.  For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.

(HH)          “Trust” means Navient Student Loan Trust 2015-1.

(II)          “Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date, plus any Additional Loan, plus any Substituted Loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6(B) of the Sale Agreement or pursuant to Section 6(B) of an Additional Sale Agreement, or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any Purchased Loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto or any Liquidated Student Loan following receipt by or on behalf of the Trust of Liquidation Proceeds with respect thereto or following such Liquidated Student Loan having otherwise been written off by the Servicer.

(JJ)               “Unsubsidized Consolidation Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

(KK)               “Unsubsidized Stafford Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

SECTION 3.    SALE/PURCHASE

SECTION 3.1  SALE/PURCHASE OF INITIAL LOANS

(A) Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to the Initial Loans shall be consummated upon: (i) Funding’s receipt from Navient CFC of the Initial Bill of Sale; (ii) the payment by Funding to Navient CFC of the Initial Payment.  Upon consummation, such sale and purchase shall be effective as of the date of the Initial Bill of Sale.  Navient CFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

(B) Settlement of the Initial Payment

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On the date of the Initial Bill of Sale, Funding shall pay to Navient CFC the Initial Payment.  The portion of the Initial Payment consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by Navient CFC.  The portion of the Initial Payment consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to Navient CFC.

(C) Interest Subsidy and Special Allowance Payments and Rebate Fees

Navient CFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SECTION 3.2   SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS

(A) Requirements Relating to Additional Loans

From time to time during the Supplemental Purchase Period, Navient CFC may, but shall not be obligated to, sell Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Navient CFC at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement.  In addition, at any time, Navient CFC may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder.  The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

(B) Consummation of Sale and Purchase

During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans as Additional Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from Navient CFC of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to Navient CFC of the related Purchase Price.  Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Bill of Sale.  Navient CFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

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(C) Settlement of the Purchase Price

On the date of the related Additional Bill of Sale for an Additional Loan, Funding shall pay Navient CFC the related Purchase Price by wire transfer of immediately available funds to the account specified by Navient CFC (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from Funding to Navient CFC of ownership of the Loans being substituted).

(D) Interest Subsidy and Special Allowance Payments and Rebate Fees

Navient CFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bill of Sale accruing up to but not including the related Subsequent Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SECTION 3.3   GENERAL

(A)           [Reserved].

(B)           Intent of the Parties

With respect to each sale or substitution of Eligible Loans pursuant to these Master Terms and the related Purchase Agreements, it is the intention of Navient CFC, the Interim Eligible Lender Trustee and Funding, and Navient CFC hereby warrants that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and assignment constitute a valid sale of such Loans from Navient CFC to Funding and the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding or a valid substitution of such Loans, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Navient CFC’s estate in the event of the bankruptcy of Navient CFC or the appointment of a receiver with respect to Navient CFC.

SECTION 4.    CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION

Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Navient CFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

(A)               Activities Prior to the Related Purchase Date

Navient CFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.

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(B)               Continued Servicing

Following the execution of each Purchase Agreement, Navient CFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Bill of Sale.

(C)               Bill of Sale/Loan Transmittal Summary Form

Navient CFC shall deliver to Funding:

(i)           a Bill of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of Navient CFC, covering the applicable Loans offered by Navient CFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Navient CFC, including the insurance interest of Navient CFC, in each of the related Loans, and (c) states that the representations and warranties made by Navient CFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Bill of Sale; and

(ii)           the Loan Transmittal Summary Form, attached to the Bill of Sale, identifying each of the Eligible Loans which is the subject of the Bill of Sale and setting forth the unpaid Principal Balance of each such Loan.

(D)               Endorsement

Navient CFC shall provide a blanket endorsement transferring the entire interest of Navient CFC in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans.

At the direction of and in such form as Funding may designate, Navient CFC also agrees to individually endorse any Eligible Loan as Funding may request from time to time.

(E)               Officer’s Certificate

Navient CFC shall furnish to Funding, with each Bill of Sale provided in connection with each purchase or substitution of Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Bill of Sale.

(F)               Loan Transfer Statement

Upon Funding’s request, Navient CFC shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by Navient CFC and dated the date of the related Bill of Sale.  Navient CFC agrees that Funding and the Interim Eligible Lender Trustee may use

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the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by Navient CFC to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Bill of Sale.

(G)               Power of Attorney

Navient CFC hereby grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Navient CFC any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Navient CFC or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.  In furtherance of the foregoing, each of Navient CFC, Funding and the Interim Eligible Lender Trustee hereby grant to Navient Solutions, Inc. a power of attorney to endorse any and all transfer documents (including, without limitation, Bills of Sale) to endorse transfers of record and beneficial ownership, as applicable, in and to all Loans.

(H)               Contemporaneous Sale

Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF NAVIENT CFC AND THE INTERIM ELIGIBLE LENDER TRUSTEE

(A)               General

Navient CFC represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date:

(i)           Navient CFC is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)           Navient CFC is duly organized and existing under the laws of its governing jurisdiction;

(iii)           Navient CFC has all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Bill of Sale and any Additional Bill of Sale;

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(iv)           Navient CFC will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding; and

(v)           Navient CFC does not have the right to cause the Servicer to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason.

(B)               Particular

Navient CFC represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms that, as of the related Purchase Date or as of the date otherwise noted:

(i)           Navient CFC has good and marketable title to, and is the sole owner of, the Purchased 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 Loans;

(ii)           These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, 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 Navient CFC;

(iii)           The Purchased 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;

(iv)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(v)           Navient CFC is authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by Navient CFC, will be made pursuant to and consistent with the laws and regulations under which Navient CFC operates, and will not violate any decree, judgment or order

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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 Navient CFC is a party or by which Navient CFC 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;

(vi)           The Purchased 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);

(vii)           No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(viii)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(ix)           Any payments on the Purchased Loans received by Navient CFC that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct;

(x)           Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any 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;

(xi)           All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(xii)           Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(xiii)           No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted

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Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither Navient CFC nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xiv)           It is the intention of Navient CFC, and Navient CFC hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Navient CFC to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Navient CFC’s estate in the event of the bankruptcy of Navient CFC or the appointment of a receiver with respect to Navient CFC;

(xv)           With respect to the first sale of Loans from Navient CFC to the Interim Eligible Lender Trustee for the benefit of Funding 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 Loans granted to Funding and the Interim Eligible Lender Trustee hereunder;

(xvi)           Except for Purchased Loans executed electronically, there is only one original executed copy of the Note evidencing each Purchased Loan. For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such 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 Note or as may be required by applicable e-sign laws.  The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans.  The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee.  All financing statements filed or to be filed against Navient CFC in favor of the Interim Eligible Lender Trustee on behalf of Funding in connection herewith describing the Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Interim Eligible Lender Trustee;”

(xvii)           Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, Navient CFC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans.  Navient CFC has not authorized the filing of and is not aware of any financing statements against Navient CFC that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated. Navient CFC is not aware of any judgment or tax lien filings against Navient CFC;

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(xviii)           No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding;

(xix)           With respect to all Additional Loans (other than with respect to Substituted Loans), the Supplemental Purchase Period is in full force and effect; and

(xx)           No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable.

(C)               The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Bill of Sale:

(i)           The Interim Eligible Lender Trustee 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 New York.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bill of Sale;

(ii)           The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf;

(iii)           Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York 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; and

(iv)           The Interim Eligible Lender Trustee is 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 Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

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SECTION 6.    REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

(A)           Each party to these Master Terms shall give notice to the other parties promptly, in writing, upon the discovery of any breach of Navient CFC’s representations and warranties made pursuant to Sections 5(A) and (B) hereof which has a materially adverse effect on the interest of Funding in any Trust Student Loan.  In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, Navient CFC shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, Navient CFC shall purchase such Trust Student Loan from Funding (or, at the direction of Funding, from the Trust) not later than the sixtieth day following the end of such 360-day period.  Navient CFC shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not included in the calculation of the Purchase Amount).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), Navient CFC shall remit the Purchase Amount along with those amounts set forth in the immediately preceding sentence in the manner specified in Section 2.6 of the Administration Agreement.  For the avoidance of doubt, any lien created pursuant to the Indenture with respect to any such purchased Trust Student Loan shall be released upon receipt of the related Purchase Amount along with the payment of such other amounts referred to in the immediately preceding sentence.

In addition, if any breach of Sections 5(A) and (B) hereof by Navient CFC does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of Funding to repay such interest to a Guarantor), or the loss (including any obligation of Funding to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then Navient CFC shall reimburse Funding by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 60 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where Navient CFC reasonably believes such losses are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, Navient CFC shall not be required to reimburse Funding for interest that is then capitalized, however, such amounts shall be reimbursed if the Borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

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Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor because of a breach by Navient CFC or the Servicer or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act, in each case as a result of a breach by Navient CFC or the Servicer, exceeds 1% of the Pool Balance, Navient CFC (or the Servicer as provided in the Servicing Agreement) shall purchase, within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by Navient CFC and the Servicer pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)) with Trust Student Loans with the earliest such date to be repurchased first.

(B)               In lieu of repurchasing Trust Student Loans pursuant to Section 6(A), Navient CFC may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

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.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6(B), Navient CFC shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Purchase Agreement and related Bill of Sale regarding such Substituted Loans will be executed and delivered by the applicable parties.

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In the event that Navient CFC elects to substitute Eligible Loans pursuant to this Section 6(B), Navient CFC will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. Navient CFC shall also remit to Funding (or, at the direction of Funding, to the Trust) an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans that are being removed, in the manner provided in Section 2.6 of the Administration Agreement.

(C)               The sole remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect to a breach by Navient CFC pursuant to Sections 5(A) and (B) hereof shall be to require Navient CFC to purchase such Trust Student Loans, to reimburse Funding as provided in Section 6(A) above or to substitute Eligible Loans pursuant to Section 6(B) above.  The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any forfeiture of Interest Subsidy Payments or Special Allowance Payments pursuant to this Section 6.

SECTION 7.    OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A)               Any payment received by Navient CFC with respect to amounts accrued after the date of the related Bill of Sale for any Purchased Loan sold to Funding, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by Navient CFC in trust for the account of Funding and Navient CFC hereby disclaims any title to or interest in any such amounts.  Within two (2) Business Days following the date of receipt, Navient CFC shall remit to Funding an amount equal to any such payments along with a listing on a form provided by Funding identifying the Purchased Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

(B)               Any written communication received at any time by Navient CFC with respect to any Loan subject to these Master Terms or the related Purchase Agreement shall be transmitted by Navient CFC to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

SECTION 8.    CONTINUING OBLIGATION OF THE SELLER

Navient CFC shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period Navient CFC owned the related Purchased Loan, or (b) a payment made or alleged to have been made to Navient CFC.  Further, Navient CFC agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

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SECTION 9.    LIABILITY OF THE SELLER; INDEMNITIES

Navient CFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by Navient CFC under these Master Terms and each related Purchase Agreement.

(i)           Navient CFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)           Navient CFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, Navient CFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.

(iii)           Navient CFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of Navient CFC, which approval shall not be unreasonably withheld.

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Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation.  If Navient CFC shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to Navient CFC, without interest.

SECTION 10.    MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER

Any Person (a) into which Navient CFC may be merged or consolidated, (b) which may result from any merger or consolidation to which Navient CFC shall be a party or (c) which may succeed to the properties and assets of Navient CFC substantially as a whole, shall be the successor to Navient CFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that Navient CFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than Navient CFC, executes an agreement of assumption to perform every obligation of Navient CFC under these Master Terms, each Purchase Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5(A) shall have been breached; (iii) the surviving Person, if other than Navient CFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if Navient CFC is not the surviving entity, Navient CFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

SECTION 11.    LIMITATION ON LIABILITY OF NAVIENT CFC AND OTHERS

Navient CFC and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way Navient CFC’s obligations under Section 6).  Navient CFC shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability.  Except as provided herein, the repurchase (or substitution) and reimbursement obligations of Navient CFC will constitute the sole remedy available to Funding for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Bill of Sale may be adjusted in the ordinary course

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of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Bill of Sale is lesser than or greater than the aggregate Principal Balance stated on the related Bill of Sale, (i) if lesser, Navient CFC shall remit such amount to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and (ii) if greater, Funding shall remit such amount to Navient CFC.  Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

SECTION 12.    LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER

Notwithstanding anything contained herein to the contrary, these Master Terms and the Initial Purchase Agreement have been, and any Additional Purchase Agreement will be, signed by Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as Interim Eligible Lender Trustee for Funding, and in no event shall Wells Fargo Bank, N.A., in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Interim Eligible Lender Trustee or Funding, under these Master Terms or any Purchase Agreements or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of Funding.

SECTION 13.    EXPENSES

Except as otherwise provided herein, each party to these Master Terms or any Purchase Agreement (other than the Interim Eligible Lender Trustee) shall pay its own expense incurred in connection with the preparation, execution and delivery of these Master Terms and any Purchase Agreement and the transactions contemplated herein or therein.

SECTION 14.    SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made herein and in or pursuant to the Initial Purchase Agreement and each Additional Purchase Agreement executed pursuant to these Master Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Purchase Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of Navient CFC shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  Each Purchase Agreement supersedes all previous agreements and understandings between Funding and Navient CFC with respect to the subject matter thereof.  These Master Terms and any Purchase Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by Funding of any covenant, agreement, representation or warranty required to be made or furnished by Navient CFC or the waiver by Funding of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of Funding to insist upon the performance by Navient CFC in strict accordance with said terms.

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SECTION 15.    COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to Navient CFC or Funding, as the case may be, addressed as set forth in the Purchase Agreement or at such other address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to Navient CFC or Funding by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

SECTION 16.    FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master Terms and any Purchase Agreement, and all proceedings to be taken in connection with these Master Terms and any Purchase Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and Funding shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith. Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

SECTION 17.    AMENDMENT

These Master Terms, any Purchase Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties thereto without the consent of the related Noteholders (i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus.

These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Navient CFC, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

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Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to these Master Terms, the Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by these Master Terms and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s own rights, duties or immunities under these Master Terms or otherwise.

SECTION 18.    NONPETITION COVENANTS

Notwithstanding any prior termination of these Master Terms, Navient CFC and the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause Funding to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against Funding under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator or other similar official of Funding or any substantial part of its property, or ordering the winding up or liquidation of the affairs of Funding; provided, however, that nothing herein shall be deemed to prohibit the Interim Eligible Lender Trustee from filing a claim in, or otherwise participating in, any such action or proceeding.

SECTION 19.    GOVERNING LAW

These Master Terms and any Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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           IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NAVIENT CREDIT	NAVIENT FUNDING, LLC
FINANCE CORPORATION	(Purchaser)
(Seller)
By:  /s/ Mark D. Rein	By: /s/ Mark D. Rein
Name: Mark D. Rein	Name:   Mark D. Rein
Title:   Vice President	Title:     Vice President
WELLS FARGO BANK, N.A.,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ Adam Holzemer
Name:   Adam Holzemer
Title:     Vice President

24

Attachment A

INITIAL PURCHASE AGREEMENT

Dated as of February 26, 2015

PURCHASE AGREEMENT NUMBER 1

           Pursuant to the Master Terms (as defined below), Navient CFC hereby offers for sale to each of Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”) under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Navient CFC in the Loans described in the related Bill of Sale and related Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, Funding and the Interim Eligible Lender Trustee for the benefit of Funding accept Navient CFC’s offer.  In order to qualify as Eligible Loans, no payment of principal of or interest on any such Loan shall be more than two hundred and ten (210) days past due as of the Statistical Cutoff Date.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, Navient CFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of Navient CFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among Navient CFC, Funding, and the Interim Eligible Lender Trustee.  The Initial Payment for the Initial Loans shall be equal to the sum of (i) an amount payable to Navient CFC in cash and (ii) the delivery of the Excess Distribution Certificate to Navient CFC.  The amount payable to Navient CFC in cash shall be specified in a certificate to be delivered on and dated the Closing Date.

This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement.  Navient CFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bill of Sale and the related Loan Transmittal Summary Form, as of the Closing Date.

Navient CFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date.

The parties hereto intend that the transfer of Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from Navient CFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then Navient CFC hereby grants to Funding and

1

the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

2

           IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement Number 1 to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NAVIENT CREDIT FINANCE CORPORATION

 (Seller)

By: /s/ Mark D. Rein                                                                           

       Name:  Mark D. Rein

       Title:    Vice President

NAVIENT FUNDING, LLC

(Purchaser)

By: /s/ Mark D. Rein                                                                           

       Name:  Mark D. Rein

       Title:    Vice President

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

3

PURCHASE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED FEBRUARY 26, 2015

Navient Credit Finance Corporation (“Navient CFC”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Initial Bill of Sale dated the date hereof executed by Navient CFC in favor of Wells Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Initial Purchase Agreement among Navient CFC, Funding and the Interim Eligible Lender Trustee which covers the promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, Navient CFC agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, NAVIENT CFC ACKNOWLEDGES THAT NAVIENT CFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO NAVIENT CFC OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY NAVIENT CFC AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                               Navient Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Lender Code:  829 077   By: /s/ Mark D. Rein         (Signature of Authorized Officer)       Name:  Mark D. Rein       Title:    Vice President       PURCHASER                                                               Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC     By: /s/ Adam Holzemer (Signature of Authorized Signatory for Purchaser)         Name:  Adam Holzemer         Title:    Vice President   Date of Purchase: February 26, 2015  

2

Attachment B

INITIAL BILL OF SALE DATED FEBRUARY 26, 2015

The undersigned (“Navient CFC”), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 (the “Purchase Agreement”) among Navient Funding, LLC (“Funding”), and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, without recourse except as provided in the Initial Purchase Agreement, all right, title and interest of Navient CFC, including the insurance interest of Navient CFC under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

Navient CFC hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Initial Purchase Agreement with respect to the Loans being sold hereby.  Navient CFC authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the related Initial Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon Navient CFC’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

2

Guarantors:

American Student Assistance

College Assist

Educational Credit Management Corporation

Finance Authority Of Maine

Florida Office Of Student Financial Assistance

Great Lakes Higher Education Guaranty Corporation

Illinois Student Assistance Commission

Kentucky Higher Education Assistance Authority

Louisiana Office Of Student Financial Assistance

Michigan Guaranty Agency

Missouri Department of Higher Education

Montana Guaranteed Student Loan Program

Nebraska National Student Loan Program

New Hampshire Higher Education Assistance Foundation

New Jersey Higher Education Student Assistance Authority

New Mexico Student Loan Guarantee Corporation

Northwest Education Loan Association

Oklahoma Guaranteed Student Loan Program

Pennsylvania Higher Education Assistance Agency

Rhode Island Higher Education Assistance Authority

Student Loan Guarantee Foundation of Arkansas

Tennessee Student Assistance Corporation

Texas Guaranteed Student Loan Corporation

United Student Aid Funds, Inc.

3

           IN WITNESS WHEREOF, the parties hereto have caused this Initial Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                           Navient Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Lender Code:  829 077     By: /s/ Mark D. Rein         (Signature of Authorized Officer)       Name:  Mark D. Rein       Title:    Vice President       PURCHASER                                                                        Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC       By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for Purchaser)         Name:  Adam Holzemer         Title:    Vice President   Date of Purchase: February 26, 2015

PURCHASER                                                            

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

By: /s/ Mark D. Rein

        (Signature of Authorized Officer)

      Name:  Mark D. Rein

      Title:    Vice President

Date of Purchase: February 26, 2015

4

Attachment C

ADDITIONAL PURCHASE AGREEMENT NUMBER [   ]

Dated as of [          ], 2015

ADDITIONAL PURCHASE AGREEMENT NUMBER [  ]

Navient CFC hereby offers for sale to each of Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Navient CFC in the Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, Funding and the Interim Eligible Lender Trustee for the benefit of Funding accept Navient CFC’s offer.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Additional Loans Purchase Price, Navient CFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of Navient CFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated February 26, 2015 (the “Master Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among Navient CFC, Funding and the Interim Eligible Lender Trustee.  The applicable Additional Loans Purchase Price shall be $[­­_____].

This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement.  Navient CFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date.

Navient CFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the related Additional Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date.

The parties hereto intend that the transfer of Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from Navient CFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then Navient CFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

1

IN WITNESS WHEREOF, the parties hereto have caused this Additional Purchase Agreement Number [  ] to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NAVIENT CREDIT FINANCE CORPORATION

(Seller)

By:  _________________________

Name:  _______________________

Title:  ________________________

NAVIENT FUNDING, LLC

(Purchaser)

By:  __________________________

Name:  ________________________

Title:  _________________________

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: _______________________________

Name:

Title:

2

ADDITIONAL PURCHASE AGREEMENT NUMBER [         ]

[   ] BLANKET ENDORSEMENT DATED [            ], 2015

Navient Credit Finance Corporation (“Navient CFC”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Bill of Sale executed by Navient CFC in favor of Wells Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Additional Purchase Agreement among Navient CFC, Funding and the Interim Eligible Lender Trustee which covers the promissory note (the “Additional Purchase Agreement”).

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, Navient CFC agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, NAVIENT CFC ACKNOWLEDGES THAT NAVIENT CFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO NAVIENT CFC OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY NAVIENT CFC AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                               Navient Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Lender Code:  ____________________       By:  ____________________________         (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________       PURCHASER                                                               Wells Fargo Bank, N.A., 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:  _________________  

2

Attachment D

ADDITIONAL BILL OF SALE

DATED [           ], 2015

The undersigned (“Navient CFC”), for value received and pursuant to the terms and conditions of Additional Purchase Agreement Number [       ] (the “Purchase Agreement”) among Navient Funding, LLC (“Funding”), and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee for the benefit of Funding, and their assignees, without recourse except as provided in the Additional Purchase Agreement, all right, title and interest of Navient CFC, including the insurance interest of Navient CFC under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Additional Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

Navient CFC hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Purchase Agreement related hereto with respect to the Additional Loans being sold hereby.  Navient CFC authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the portfolio of Additional Loans accepted for purchase, on the Purchase Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon Navient CFC’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

2

Guarantor(s):

[TO BE PROVIDED]

3

IN WITNESS WHEREOF, the parties hereto have caused this Additional Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                               Navient Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Lender Code:  ____________________       By:  ____________________________       (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________       PURCHASER                                                               Wells Fargo Bank, N.A., 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:__________________

4

Annex I

LOAN TRANSMITTAL SUMMARY FORM

Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

I-1

EX-99.2

Exhibit 99.2

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of February 26, 2015 among (i) Blue Ridge Funding LLC (“Blue Ridge Funding”), (ii) Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Blue Ridge Funding Eligible Lender Trustee”), for the benefit of Blue Ridge Funding under the Blue Ridge Funding Interim Trust Agreement dated as of February 26, 2015 between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, (iii) Navient Funding, LLC (“Funding”), (iv) Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee and (v) Navient Solutions, Inc., as servicer (the “Servicer”), shall be effective upon execution by the parties hereto.  References to Blue Ridge Funding herein mean the Blue Ridge Funding Eligible Lender Trustee acting on behalf of Blue Ridge Funding, and references to Funding herein mean the Interim Eligible Lender Trustee, acting on behalf of Funding, for all purposes involving the holding or transferring of legal title to the Eligible Loans.

WHEREAS, Blue Ridge Funding is the beneficial owner of certain student loans guaranteed under the Higher Education Act;

WHEREAS, Blue Ridge Funding may desire to sell its interest in such Loans from time to time and Funding may desire to purchase such Loans from Blue Ridge Funding;

WHEREAS, Funding desires to purchase from Blue Ridge Funding the portfolio of Initial Loans;

WHEREAS, from time to time following the Closing Date until the end of the Supplemental Purchase Period, Blue Ridge Funding may desire to sell Additional Loans and Funding may purchase such Additional Loans in accordance with these Master Terms and the related Additional Purchase Agreements;

WHEREAS, from time to time, Blue Ridge Funding may substitute loans in accordance with these Master Terms;

WHEREAS, legal title to such Loans is vested in the Blue Ridge Funding Eligible Lender Trustee, as trustee for the benefit of Blue Ridge Funding as the sole beneficiary; and

WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, Purchased Loans on behalf of Funding.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

SECTION 1.    TERMS

These Master Terms establish the terms under which Blue Ridge Funding (and with respect to legal title, the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding) may sell and Funding (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of Funding) may purchase the Loans (and all obligations of the Borrowers

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thereunder) specified in the Initial Purchase Agreement with respect to the Initial Loans or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, as the parties may execute from time to time pursuant to these Master Terms.  The Initial Purchase Agreement and each Additional Purchase Agreement, as applicable, shall be substantially in the form of Attachment A and Attachment C hereto, respectively, in each case incorporating by reference the terms of these Master Terms, and shall be a separate agreement among Blue Ridge Funding, Funding, the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding and the Interim Eligible Lender Trustee on behalf of Funding with respect to the Loans covered by the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable.  If the terms of the Initial Purchase Agreement or an Additional Purchase Agreement conflict with the terms of these Master Terms, the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable, shall supersede and govern.

SECTION 2.    DEFINITIONS

Capitalized terms used but not otherwise defined herein, including in the related Purchase Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture dated as of February 26, 2015, among the Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as such appendix may be amended or supplemented from time to time with the consent of the parties hereto.

For purposes hereof:

(A)           “Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

(B)      “Additional Bill of Sale” means each document, in the form of Attachment D hereto, executed by an authorized officer of Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by Blue Ridge Funding and  (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of Blue Ridge Funding and of the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Bill of Sale and (iii) certify that the representations and warranties made by Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.

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(C)      “Additional Loan” means the Eligible Loans evidenced by a Note or Notes sold from time to time during the Supplemental Purchase Period pursuant to an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(D)           “Additional Loans Purchase Price” means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the Principal Balance of such Additional Loan, plus accrued interest to be capitalized).

(E)      “Additional Purchase Agreement” means each Additional Purchase Agreement (including the related Additional Bill of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by Blue Ridge Funding, as set forth in Sections 5(A) and (B) of these Master Terms and the representations and warranties made by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the related Purchase Date.

(F)      “Bill of Sale” means the Initial Bill of Sale or an Additional Bill of Sale, as applicable.

(G)           “Borrower” means the obligor on a Loan.

(H)            “Consolidation Loan” means a Subsidized Consolidation Loan or Unsubsidized Consolidation Loan.

(I)      “Conveyance Agreement” means the Conveyance Agreement Master Securitization Terms Number 1000, dated February 29, 2008, as amended and reaffirmed from time to time, among the Master Depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of the Master Depositor, Blue Ridge Funding, as the depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of Blue Ridge Funding, and Navient Solutions, Inc., as servicer, together with each executed Purchase Agreement (as defined therein), each executed Bill of Sale (as defined therein) and all attachments thereto.

(J)      “Cutoff Date” means the Statistical Cutoff Date, the Initial Cutoff Date and any Subsequent Cutoff Date, as applicable.

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(K)           “Eligible Loan” means a Loan offered for sale or substituted by Blue Ridge Funding under a Purchase Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Purchase Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Bill of Sale, in the case of any Additional Loan or Substituted Loan:

(i)           is a Stafford Loan, a PLUS Loan or a Consolidation Loan (including Consolidation Loans that have been rehabilitated in accordance with the provisions of the Higher Education Act);

(ii)           is owned by Blue Ridge Funding (or the Blue Ridge Funding Eligible Lender Trustee) and is fully disbursed;

(iii)           is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan;

(iv)           bears interest at a stated rate of not less than the maximum rate permitted under the Higher Education Act for such Loan;

(v)           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 Loan;

(vi)           if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a 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;

(vii)           is current or no payment of principal or interest shall be more than 210 days past due as of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date;

(viii)           the last disbursement was before the Statistical Cutoff Date, in the case of the Initial Loans, or before the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan;

(ix)           is supported by the following documentation (which for a rehabilitated Loan, and to the extent applicable, need only be provided since the related date of such Loan’s rehabilitation in accordance with the provisions of the Higher Education Act):

1. loan application, and any supplement thereto,

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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.

(L)           [Reserved].

(M)           “Initial Bill of Sale” means the document, in the form of Attachment B hereto, executed by an authorized officer of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding which shall (i) set forth the applicable Initial Loans offered by Blue Ridge Funding and accepted for purchase by Funding and by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee for the benefit of Funding, and their assignees, all rights, title and interest of Blue Ridge Funding and the

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Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding in the Initial Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by Blue Ridge Funding  and the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding as set forth in Sections 5 (A) and (B), by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee in Section 5(D) of these Master Terms are true and correct.

(N)       “Initial Cutoff Date” means February 26, 2015.

(O)           “Initial Loans” means the Eligible Loans evidenced by the Notes sold on the Closing Date pursuant to the Initial Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(P)      “Initial Payment” means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

(Q)           “Initial Purchase Agreement” means the Purchase Agreement (including the related Blanket Endorsement, Initial Bill of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by Blue Ridge Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

(R)      “Loan” means an Initial Loan, Additional Loan or Substituted Loan, as applicable, offered for sale and purchased, or substituted, pursuant to the related Purchase Agreement and related documentation together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(S)      “Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to Blue Ridge Funding by Funding and completed by Blue Ridge Funding that list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan.

(T)      “Master Depositor” means Churchill Funding LLC.

(U)            “Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

(V)            “Original Purchase Date” means with respect to any Loan, the date such Loan was purchased by Blue Ridge Funding from the Master Depositor pursuant to the Conveyance Agreement.

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(W)       “PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).

(X)           “Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any), less amounts which may not be insured (such as late charges).

(Y)            “Purchase Agreement” means the Initial Purchase Agreement or an Additional Purchase Agreement (including any attachments thereto), as applicable, substantially in the form of Attachment A or C hereto, of which the Master Terms form a part by reference.

(Z)      “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with respect to any Additional Loans or Substituted Loans, the date of the related Additional Bill of Sale.

(AA)           “Purchase Price” means the Initial Payment or the Additional Loans Purchase Price, as applicable.

(BB)            “Purchased Loans” means, with respect to each Purchase Agreement, the Loans offered for sale and purchased or substituted pursuant to such Purchase Agreement.

(CC)           “Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015, among Navient Funding, LLC, as Seller, Navient Student Loan Trust 2015-1, as Purchaser, and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

(DD)           “Secretary” means the United States Secretary of Education or any successor.

(EE)           [Reserved].

(FF)            “Stafford Loan” means a Subsidized Stafford Loan or an Unsubsidized Stafford Loan.

(GG)           “Statistical Cutoff Date” means January 12, 2015.

(HH)           “Subsequent Cutoff Date” means the date specified in the related Additional Purchase Agreement agreed to by Blue Ridge Funding and Funding for the purposes of determining the Principal Balance and accrued interest to be capitalized, as applicable, for purposes of completing each related Loan Transmittal Summary Form.

(II)           “Subsidized Consolidation Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.

(JJ)                      “Subsidized Stafford Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A of the Higher Education Act.

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(KK)           “Substituted Loans” means the Eligible Loans evidenced by a Note or Notes substituted by Blue Ridge Funding pursuant to the terms of Section 6(B) hereof from time to time as evidenced by an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.  For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.

(LL)           “Trust” means Navient Student Loan Trust 2015-1.

(MM)           “Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date, plus any Additional Loan, plus any Substituted Loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6(B) of the Sale Agreement or pursuant to Section 6(B) of an Additional Sale Agreement, or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any Purchased Loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto or any Liquidated Student Loan following receipt by or on behalf of the Trust of Liquidation Proceeds with respect thereto or following such Liquidated Student Loan having otherwise been written off by the Servicer.

(NN)           “Unsubsidized Consolidation Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

(OO)           “Unsubsidized Stafford Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

SECTION 3.    SALE/PURCHASE

SECTION 3.1  SALE/PURCHASE OF INITIAL LOANS

(A)           Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding of the Initial Bill of Sale and (ii) the payment by Funding to Blue Ridge Funding of the Initial Payment.  Upon consummation, such sale and purchase shall be effective as of the date of the Initial Bill of Sale.  Blue Ridge Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

(B)      Settlement of the Initial Payment

On the date of the Initial Bill of Sale, Funding shall pay to Blue Ridge Funding the Initial Payment by wire transfer of immediately available funds to the account specified by Blue Ridge Funding.

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(C)      Interest Subsidy and Special Allowance Payments and Rebate Fees

Blue Ridge Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

(D)            Grant of Contract Right

In connection with the sale of the Initial Loans, Blue Ridge Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement  with respect to the Initial Loans, including all rights of Blue Ridge Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the Initial Loans.

SECTION 3.2   SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS

(A) Requirements Relating to Additional Loans

From time to time during the Supplemental Purchase Period, Blue Ridge Funding may, but shall not be obligated to, sell or cause the sale of Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement.  In addition, at any time, Blue Ridge Funding may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder.  The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

(B) Consummation of Sale and Purchase

During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to Blue Ridge Funding of the related Purchase Price.  Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Bill of Sale.  Blue Ridge Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

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(C) Settlement of the Purchase Price

On the date of the related Additional Bill of Sale for an Additional Loan, Funding shall pay Blue Ridge Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by Blue Ridge Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from Funding to Blue Ridge Funding of ownership of the Loans being substituted).

(D) Interest Subsidy and Special Allowance Payments and Rebate Fees

Blue Ridge Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bill of Sale accruing up to but not including the related Subsequent Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

(E) Grant of Contract Right

In connection with each sale of Additional Loans, Blue Ridge Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement with respect to the Additional Loans, including all rights of Blue Ridge Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the applicable Additional Loans.

SECTION 3.3   GENERAL

(A)           [Reserved].

(B)           Intent of the Parties

With respect to each sale or substitution of Loans pursuant to these Master Terms and the related Purchase Agreements, it is the intention of Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, and Blue Ridge Funding hereby warrants that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and assignment constitute a valid sale of such Loans from Blue Ridge Funding to Funding and the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding or a valid substitution, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Blue Ridge Funding’s estate in the event of the bankruptcy of Blue Ridge Funding or the appointment of a receiver with respect to Blue Ridge Funding.

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SECTION 4.    CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION

Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Blue Ridge Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

(A)           Activities Prior to the Related Purchase Date

Blue Ridge Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.

(B)      Continued Servicing

Following the execution of each Purchase Agreement, Blue Ridge Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Bill of Sale.

(C)      Bill of Sale/Loan Transmittal Summary Form

Blue Ridge Funding shall deliver to Funding:

(i)           a Bill of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, covering the applicable Loans offered by Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, including the insurance interest of the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, in each of the related Loans, and (c) states that the representations and warranties made by Blue Ridge Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Bill of Sale; and

(ii)           the Loan Transmittal Summary Form, attached to the related Bill of Sale, identifying each of the Eligible Loans which is the subject of the related Bill of Sale and setting forth the unpaid Principal Balance of each such related Loan.

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(D)           Endorsement

Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding shall provide a blanket endorsement transferring the entire interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans.

At the direction of and in such form as Funding may designate, Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.

(E)      Officer’s Certificate

Blue Ridge Funding shall furnish to Funding, with each Bill of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Bill of Sale.

(F)      Loan Transfer Statement

Upon Funding’s request, Blue Ridge Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding and dated the date of the related Bill of Sale.  Blue Ridge Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Bill of Sale.

(G)           Power of Attorney

Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Blue Ridge Funding or the Servicer to Funding or the

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Interim Eligible Lender Trustee or any custodian on their behalf.  In furtherance of the foregoing, each of Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee hereby grant to Navient Solutions, Inc. a power of attorney to endorse any and all transfer documents (including, without limitation, Bills of Sale) to endorse transfers of record and beneficial ownership, as applicable, in and to all Loans.

(H)           Contemporaneous Sale

Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF BLUE RIDGE FUNDING AND THE INTERIM ELIGIBLE LENDER TRUSTEE

(A)           General

Blue Ridge Funding represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the date of the related Purchase Agreement and Bill of Sale:

(i)           The Blue Ridge Funding Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)           The Blue Ridge Funding Eligible Lender Trustee and Blue Ridge Funding are duly organized and existing under the laws of their respective governing jurisdictions;

(iii)           The Blue Ridge Funding Eligible Lender Trustee and Blue Ridge Funding have all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Bill of Sale and any Additional Bill of Sale;

(iv)           The Blue Ridge Funding Eligible Lender Trustee and Blue Ridge Funding will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding;

(v)           It is the intention of Blue Ridge Funding, and Blue Ridge Funding hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding to Funding and the Interim

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Eligible Lender Trustee for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Blue Ridge Funding’s estate in the event of the bankruptcy of Blue Ridge Funding or the appointment of a receiver with respect to Blue Ridge Funding; and

(vi)           Blue Ridge Funding does not have the right to cause the Master Depositor or the Servicer, as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason.

(B)      Particular—Blue Ridge Funding

Blue Ridge Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable:

(i)           The Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding has good and marketable title to, and is the sole owner of, the Purchased 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 Loans;

(ii)           These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, 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 Blue Ridge Funding;

(iii)           The Purchased 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;

(iv)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(v)           Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by Blue Ridge Funding and/or the Blue Ridge Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which Blue Ridge Funding and the Blue Ridge Funding

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Eligible Lender Trustee operate, 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 Blue Ridge Funding or the Blue Ridge Funding Eligible Lender Trustee is a party or by which Blue Ridge Funding or the Blue Ridge Funding Eligible Lender Trustee 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;

(vi)           The Purchased 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);

(vii)           No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(viii)           Any payments on the Purchased Loans received by the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct;

(ix)           Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(x)           With respect to the first sale of Loans from the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding to the Interim Eligible Lender Trustee for the benefit of Funding, Blue Ridge Funding 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 Loans granted to Funding and the Interim Eligible Lender Trustee hereunder;

(xi)           Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans.  Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against Blue Ridge Funding or the Blue Ridge Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated.  Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against Blue Ridge Funding or the Blue Ridge Funding Eligible Lender Trustee; and

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(xii)           No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable.

(C)      Particular – Servicer

The Servicer, in consideration for continuing to receive the applicable servicing fee, represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms, that during the period commencing on the day immediately following the Original Purchase Date to and including the related Purchase Date, unless otherwise noted:

(i)           The Blue Ridge Funding Eligible Lender Trustee has good and marketable title to, and is the sole owner of, the Purchased 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 Loans;

(ii)           The Purchased Loans constitute “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;

(iii)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date, are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(iv)           The Purchased 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);

(v)           No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(vi)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or

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Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(vii)           Any payments on the Purchased Loans received by the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct;

(viii)           Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any 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;

(ix)           All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(x)           Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(xi)           No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither Blue Ridge Funding nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xii)           Except for Purchased Loans executed electronically, there is only one original executed copy of the Note evidencing each Purchased Loan.  For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such 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 Note or as may be required by applicable e-sign laws.  The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans.  The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed

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to any Person other than the Interim Eligible Lender Trustee.  All financing statements filed or to be filed against Blue Ridge Funding or the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding in favor of the Interim Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Interim Eligible Lender Trustee;”

(xiii)           No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding; and

(xiv)           Other than with respect to Substituted Loans, all Additional Loans will be purchased using funds on deposit in the Supplemental Purchase Account.

(D)           The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Bill of Sale:

(i)           The Interim Eligible Lender Trustee 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 New York.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bill of Sale;

(ii)           The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf;

(iii)           Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York 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; and

(iv)           The Interim Eligible Lender Trustee is 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 Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

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SECTION 6.    REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

(A)           Each party to these Master Terms shall give notice to the other parties promptly, in writing, upon the discovery of any breach of Blue Ridge Funding’s representations and warranties made pursuant to Sections 5(A) and (B) hereof or the Servicer’s representations and warranties made pursuant to Section 5(C) hereof which has a materially adverse effect on the interest of Funding in any Trust Student Loan.  In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, Blue Ridge Funding shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, Blue Ridge Funding shall purchase such Trust Student Loan from Funding (or, at the direction of Funding, from the Trust) not later than the sixtieth day following the end of such 360-day period.  Blue Ridge Funding shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not included in the calculation of the Purchase Amount).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), Blue Ridge Funding shall remit the Purchase Amount along with those amounts set forth in the immediately preceding sentence in the manner specified in Section 2.6 of the Administration Agreement.  For the avoidance of doubt, any lien created pursuant to the Indenture with respect to any such purchased Trust Student Loan shall be released upon receipt of the related Purchase Amount along with the payment of such other amounts referred to in the immediately preceding sentence.

In addition, if any breach of Sections 5(A) and (B) hereof by Blue Ridge Funding or Section 5(C) hereof by the Servicer does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of Funding to repay such interest to a Guarantor), or the loss (including any obligation of Funding to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then Blue Ridge Funding shall reimburse Funding by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 60 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where Blue Ridge Funding reasonably believes such losses are likely to be collected, not later than the last day of the

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next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, Blue Ridge Funding shall not be required to reimburse Funding for interest that is then capitalized, however, such amounts shall be reimbursed if the Borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor as a result of a breach by Blue Ridge Funding or the Servicer or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act, in each case as a result of a breach by Blue Ridge Funding or the Servicer, exceeds 1% of the Pool Balance, Blue Ridge Funding (or the Servicer as provided in the Servicing Agreement) shall purchase, within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by Blue Ridge Funding and the Servicer pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)) with Trust Student Loans with the earliest such date to be repurchased first.

(B)           In lieu of repurchasing Trust Student Loans pursuant to Section 6(A), Blue Ridge Funding may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

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.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6(B), Blue Ridge Funding shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Purchase Agreement and related Bill of Sale regarding such Substituted Loans will be executed and delivered by the applicable parties.

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In the event that Blue Ridge Funding elects to substitute Eligible Loans pursuant to this Section 6(B), Blue Ridge Funding will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. Blue Ridge Funding shall also remit to Funding (or, at the direction of Funding, to the Trust) an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans that are being removed, in the manner provided in Section 2.6 of the Administration Agreement.

(C)           The sole remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect to a breach by Blue Ridge Funding pursuant to Sections 5(A) and (B) or the Servicer pursuant to Section 5(C) hereof shall be to require Blue Ridge Funding to purchase such Trust Student Loans, to reimburse Funding as provided in Section 6(A) above or to substitute Eligible Loans pursuant to Section 6(B) above.  The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 6.

SECTION 7.    OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A)           Any payment received by Blue Ridge Funding with respect to amounts accrued after the date of the related Bill of Sale for any Purchased Loan sold to Funding, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by Blue Ridge Funding in trust for the account of Funding and Blue Ridge Funding hereby disclaims any title to or interest in any such amounts.  Within two (2) Business Days following the date of receipt, Blue Ridge Funding shall remit to Funding an amount equal to any such payments along with a listing on a form provided by Funding identifying the Purchased Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

(B)           Any written communication received at any time by Blue Ridge Funding with respect to any Loan subject to these Master Terms or the related Purchase Agreement shall be transmitted by Blue Ridge Funding to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

SECTION 8.    CONTINUING OBLIGATION OF THE SELLER

Blue Ridge Funding shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period Blue Ridge Funding or the Blue Ridge Funding Eligible Lender Trustee owned

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the related Purchased Loan, or (b) a payment made or alleged to have been made to Blue Ridge Funding. Further, Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee shall agree that either Blue Ridge Funding or the Blue Ridge Funding Eligible Lender Trustee shall reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

SECTION 9.    LIABILITY OF THE SELLER; INDEMNITIES

The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer on behalf of Blue Ridge Funding under these Master Terms and each related Purchase Agreement.

(i)           The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)           The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, Blue Ridge Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.

(iii)           The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage,

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obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of Blue Ridge Funding and the Servicer, which approval shall not be unreasonably withheld.

Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

SECTION 10.    MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER

Any Person (a) into which Blue Ridge Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which Blue Ridge Funding shall be a party or (c) which may succeed to the properties and assets of Blue Ridge Funding substantially as a whole, shall be the successor to Blue Ridge Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that Blue Ridge Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than Blue Ridge Funding, executes an agreement of assumption to perform every obligation of Blue Ridge Funding and the Servicer under these Master Terms, each Purchase Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5(A) shall have been breached; (iii) the surviving Person, if other than Blue Ridge Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if Blue Ridge Funding is not the surviving entity, Blue Ridge Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

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SECTION 11.    LIMITATION ON LIABILITY OF BLUE RIDGE FUNDING AND OTHERS

Blue Ridge Funding and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way Blue Ridge Funding’s obligations under Section 6).  Blue Ridge Funding shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability.  Except as provided herein, the repurchase (or substitution) and reimbursement obligations of Blue Ridge Funding will constitute the sole remedy available to Funding for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Bill of Sale is lesser than or greater than the aggregate Principal Balance stated on the related Bill of Sale, (i) if lesser, Blue Ridge Funding shall remit such amount to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and (ii) if greater, Funding shall remit such amount to Blue Ridge Funding.  Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

SECTION 12.    LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER

Notwithstanding anything contained herein to the contrary, these Master Terms and the Initial Purchase Agreement have been, and any Additional Purchase Agreement will be, signed by Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as the Blue Ridge Funding Eligible Lender Trustee for Blue Ridge Funding and the Interim Eligible Lender Trustee for Funding and in no event shall Wells Fargo Bank, N.A., in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Blue Ridge Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee, Blue Ridge Funding or Funding, under these Master Terms or any Purchase Agreements or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of Blue Ridge Funding or Funding.

SECTION 13.    EXPENSES

Except as otherwise provided herein, each party to these Master Terms or any Purchase Agreement (other than the Blue Ridge Funding Eligible Lender Trustee and the Interim Eligible Lender Trustee) shall pay its own expense incurred in connection with the preparation, execution and delivery of these Master Terms and any Purchase Agreement and the transactions contemplated herein or therein.

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SECTION 14.    SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made herein and in or pursuant to the Purchase Agreement and each Additional Purchase Agreement executed pursuant to these Master Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Purchase Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of Blue Ridge Funding shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by the Servicer shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  Each Purchase Agreement supersedes all previous agreements and understandings between Funding and Blue Ridge Funding with respect to the subject matter thereof.  These Master Terms and any Purchase Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by Funding of any covenant, agreement, representation or warranty required to be made or furnished by Blue Ridge Funding or the Servicer or the waiver by Funding of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of Funding to insist upon the performance by Blue Ridge Funding in strict accordance with said terms.

SECTION 15.    COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to Blue Ridge Funding or Funding, as the case may be, addressed as set forth in the Purchase Agreement or at such other address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to Blue Ridge Funding or Funding by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

SECTION 16.    FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master Terms and any Purchase Agreement, and all proceedings to be taken in connection with these Master Terms and any Purchase Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and Funding shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith.  Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

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SECTION 17.    AMENDMENT

These Master Terms, any Purchase Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties thereto without the consent of the related Noteholders (i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus.

These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to these Master Terms, the Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by these Master Terms and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s own rights, duties or immunities under these Master Terms or otherwise.

SECTION 18.    NONPETITION COVENANTS

Notwithstanding any prior termination of these Master Terms, Blue Ridge Funding, the Servicer, the Blue Ridge Funding Eligible Lender Trustee and the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause Funding to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against

26

Funding under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator or other similar official of Funding or any substantial part of its property, or ordering the winding up or liquidation of the affairs of Funding; provided, however, nothing herein shall be deemed to prohibit the Blue Ridge Funding Eligible Lender Trustee or the Interim Eligible Lender Trustee from filing a claim in, or otherwise participating in, any such action or proceeding.

SECTION 19.    GOVERNING LAW

These Master Terms and any Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

27

IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

BLUE RIDGE FUNDING LLC	NAVIENT FUNDING, LLC
(Seller)	(Purchaser)
By:  /s/ Mark D. Rein	By: /s/ Mark D. Rein
Name: Mark D. Rein	Name:   Mark D. Rein
Title:   Vice President	Title:     Vice President
WELLS FARGO BANK, N.A.	WELLS FARGO BANK, N.A.
not in its individual capacity but	not in its individual capacity but
solely as Blue Ridge Funding Eligible Lender	solely as Interim Eligible Lender Trustee
Trustee
By: /s/ Adam Holzemer	By: /s/ Adam Holzemer
Name: Adam Holzemer	Name:  Adam Holzemer
Title:   Vice President	Title:    Vice President
NAVIENT SOLUTIONS, INC.
(Servicer)
By: /s/ Jeffrey Stine
Name: Jeffrey Stine
Title:   Vice President

28

Attachment A

INITIAL PURCHASE AGREEMENT

Dated as of February 26, 2015

PURCHASE AGREEMENT NUMBER 1

           Pursuant to the Master Terms (as defined below), each of Wells Fargo Bank, N.A., not in its individual capacity but solely as Eligible Lender Trustee (the “Blue Ridge Funding Eligible Lender Trustee”) for the benefit of Blue Ridge Funding LLC (“Blue Ridge Funding”) under the Blue Ridge Funding Interim Trust Agreement, dated as of February 26, 2015, between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, and Blue Ridge Funding hereby offer for sale to each of Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”) under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Blue Ridge Funding in the Loans described in the related Bill of Sale and related Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, Funding and the Interim Eligible Lender Trustee for the benefit of Funding accept Blue Ridge Funding’s offer.  In order to qualify as Eligible Loans, no payment of principal of or interest on any such Loan shall be more than two hundred and ten (210) days past due as of the Statistical Cutoff Date.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee.  The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date.

This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement.  Blue Ridge Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bill of Sale and the related Loan Transmittal Summary Form, as of the Closing Date.

 Each of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date.

1

The parties hereto intend that the transfer of Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

2

           IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement Number 1 to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

BLUE RIDGE FUNDING LLC

(Seller)

By: /s/ Mark D. Rein                                                                           

       Name:  Mark D. Rein

       Title:    Vice President

NAVIENT FUNDING, LLC

(Purchaser)

By: /s/ Mark D. Rein                                                                           

       Name:  Mark D. Rein

       Title:    Vice President

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Blue Ridge Funding Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

3

INITIAL PURCHASE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED FEBRUARY 26, 2015

Wells Fargo Bank, N.A., as Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC (“Blue Ridge Funding”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Initial Bill of Sale dated the date hereof executed by Blue Ridge Funding in favor of Wells Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Initial Purchase Agreement among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee which covers the promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, BLUE RIDGE FUNDING ACKNOWLEDGES THAT BLUE RIDGE FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO BLUE RIDGE FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY BLUE RIDGE FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC   Lender Code:  829 077   By: /s/ Adam Holzemer                                                               (Signature of  Authorized Signatory          for Seller)         Name:  Adam Holzemer         Title:    Vice President       PURCHASER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC         By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for Purchaser)         Name:  Adam Holzemer         Title:    Vice President     Date of Purchase: February 26, 2015  

2

Attachment B

INITIAL BILL OF SALE DATED FEBRUARY 26, 2015

The undersigned (“Blue Ridge Funding”) and Wells Fargo Bank, N.A., as Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding under the Blue Ridge Funding Interim Eligible Lender Trust Agreement, dated as of February 26, 2015 (the “Blue Ridge Funding Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 (the “Purchase Agreement”) among Navient Funding, LLC (“Funding”), the Blue Ridge Funding Eligible Lender Trustee and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, without recourse except as provided in the Initial Purchase Agreement, all right, title and interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, including the insurance interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

Blue Ridge Funding hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Initial Purchase Agreement with respect to the Loans being sold hereby.  Each of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the related Initial Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon Blue Ridge Funding’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

2

Guarantors:

American Student Assistance

College Assist

Educational Credit Management Corporation

Finance Authority Of Maine

Florida Office Of Student Financial Assistance

Great Lakes Higher Education Guaranty Corporation

Illinois Student Assistance Commission

Kentucky Higher Education Assistance Authority

Louisiana Office Of Student Financial Assistance

Michigan Guaranty Agency

Missouri Department of Higher Education

Montana Guaranteed Student Loan Program

Nebraska National Student Loan Program

New Hampshire Higher Education Assistance Foundation

New Jersey Higher Education Student Assistance Authority

New Mexico Student Loan Guarantee Corporation

Northwest Education Loan Association

Oklahoma Guaranteed Student Loan Program

Pennsylvania Higher Education Assistance Agency

Rhode Island Higher Education Assistance Authority

Student Loan Guarantee Foundation of Arkansas

Tennessee Student Assistance Corporation

Texas Guaranteed Student Loan Corporation

United Student Aid Funds, Inc.

3

IN WITNESS WHEREOF, the parties hereto have caused this Initial Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC   Lender Code: 829 077   By: /s/ Adam Holzemer                                                               (Signature of  Authorized Signatory          for Seller)         Name:  Adam Holzemer         Title:    Vice President     Blue Ridge Funding LLC   By: /s/ Mark D. Rein       (Signature of Authorized Signatory        for Seller)       Name:  Mark D. Rein       Title:    Vice President     PURCHASER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC         By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for Purchaser)         Name:  Adam Holzemer         Title:    Vice President     Date of Purchase:  February 26, 2015

4

PURCHASER                                                                                    

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

By: /s/ Mark D. Rein

        (Signature of Authorized Officer)

      Name:  Mark D. Rein

      Title:    Vice President

Date of Purchase:  February 26, 2015

5

Attachment C

ADDITIONAL PURCHASE AGREEMENT NUMBER [   ]

Dated as of [   ], 2015

ADDITIONAL PURCHASE AGREEMENT NUMBER [  ]

Each of Wells Fargo Bank, N.A., as Blue Ridge Funding Eligible Lender Trustee (the “Blue Ridge Funding Eligible Lender Trustee”) for the benefit of Blue Ridge Funding LLC (“Blue Ridge Funding”), under the Blue Ridge Funding Interim Trust Agreement, dated as of February 26, 2015, between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, and Blue Ridge Funding hereby offer for sale to Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Navient Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Blue Ridge Funding in the Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Blue Ridge Funding’s offer.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Additional Loans Purchase Price, each of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated February 26, 2015 (the “Master Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee.  The applicable Additional Loans Purchase Price shall be $[ ].

This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement.  Blue Ridge Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date.

Each of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the related Additional Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date.

1

The parties hereto intend that the transfer of Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding to Funding and the Interim Eligible Lender Trustee for the benefit of Funding.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

IN WITNESS WHEREOF, the parties hereto have caused this Additional Purchase Agreement Number [  ] to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

BLUE RIDGE FUNDING LLC

(Seller)

By:  _________________________

Name:  _______________________

Title:  ________________________

NAVIENT FUNDING, LLC

(Purchaser)

By:  __________________________

Name:  ________________________

Title:  _________________________

2

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Blue Ridge Funding Eligible Lender Trustee

By: _______________________________

Name:

Title:

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: _______________________________

Name:

Title:

3

ADDITIONAL PURCHASE AGREEMENT NUMBER [         ]

[   ] BLANKET ENDORSEMENT DATED [   ], 2015

Wells Fargo Bank, N.A., as Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC (“Blue Ridge Funding”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Bill of Sale executed by Blue Ridge Funding in favor of Wells Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Additional Purchase Agreement among Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee which covers the promissory note (the “Additional Purchase Agreement”).

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, BLUE RIDGE FUNDING ACKNOWLEDGES THAT BLUE RIDGE FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO BLUE RIDGE FUNDING OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY BLUE RIDGE FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC   Lender Code: 829 077     By: ____________________________         (Signature of  Authorized Signatory          for Seller) Name: Title:           PURCHASER                                                                                       Wells Fargo Bank, N.A., 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:  _________________  

2

Attachment D

ADDITIONAL BILL OF SALE

DATED [  ], 2015

The undersigned (“Blue Ridge Funding”) and Wells Fargo Bank, N.A., as Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding under the Blue Ridge Funding Interim Eligible Lender Trust Agreement, dated as of February 26, 2015 (the “Blue Ridge Funding Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Additional Purchase Agreement Number [       ] (the “Purchase Agreement”) among Navient Funding, LLC (“Funding”), and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee for the benefit of Funding, and their assignees, without recourse except as provided in the Additional Purchase Agreement, all right, title and interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, including the insurance interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Additional Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

Blue Ridge Funding hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Purchase Agreement related hereto with respect to the Additional Loans being sold hereby.  Each of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the portfolio of Additional Loans accepted for purchase, on the Purchase Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon Blue Ridge Funding’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

2

Guarantor(s):

[TO BE PROVIDED]

3

IN WITNESS WHEREOF, the parties hereto have caused this Additional Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC   Lender Code: 829 077   By:  ____________________________ (Signature of Authorized Officer) Name: Title:     Blue Ridge Funding LLC   By: _____________________________       (Signature of Authorized Signatory        for Seller)   Name: Title:         PURCHASER                                                                                       Wells Fargo Bank, N.A., 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:  _________________  

4

PURCHASER                                                                                    

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

By: _____________________________

(Signature of Authorized Officer)

Name:

Title:

Date of Purchase:  _________________

5

Annex I

LOAN TRANSMITTAL SUMMARY FORM

Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

I-1

49

EX-99.3

Exhbiit 99.3

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of February 26, 2015 among (i) Red Wolf Funding, LLC (“Red Wolf Funding”), (ii) Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Red Wolf Funding Eligible Lender Trustee”), for the benefit of Red Wolf Funding under the Red Wolf Funding Interim Trust Agreement dated as of February 26, 2015 between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, (iii) Navient Funding, LLC (“Funding”), (iv) Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee and (v) Navient Solutions, Inc., as servicer (the “Servicer”), shall be effective upon execution by the parties hereto.  References to Red Wolf Funding herein mean the Red Wolf Funding Eligible Lender Trustee acting on behalf of Red Wolf Funding, and references to Funding herein mean the Interim Eligible Lender Trustee, acting on behalf of Funding, for all purposes involving the holding or transferring of legal title to the Eligible Loans.

WHEREAS, Red Wolf Funding is the beneficial owner of certain student loans guaranteed under the Higher Education Act;

WHEREAS, Red Wolf Funding may desire to sell its interest in such Loans from time to time and Funding may desire to purchase such Loans from Red Wolf Funding;

WHEREAS, Funding desires to purchase from Red Wolf Funding the portfolio of Initial Loans;

WHEREAS, from time to time following the Closing Date until the end of the Supplemental Purchase Period, Red Wolf Funding may desire to sell Additional Loans and Funding may purchase such Additional Loans in accordance with these Master Terms and the related Additional Purchase Agreements;

WHEREAS, from time to time, Red Wolf Funding may substitute loans in accordance with these Master Terms;

WHEREAS, legal title to such Loans is vested in the Red Wolf Funding Eligible Lender Trustee, as trustee for the benefit of Red Wolf Funding as the sole beneficiary; and

WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, Purchased Loans on behalf of Funding.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

SECTION 1.    TERMS

These Master Terms establish the terms under which Red Wolf Funding (and with respect to legal title, the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding) may sell and Funding (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of Funding) may purchase the Loans (and all obligations of the Borrowers

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thereunder) specified in the Initial Purchase Agreement with respect to the Initial Loans or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, as the parties may execute from time to time pursuant to these Master Terms.  The Initial Purchase Agreement and each Additional Purchase Agreement, as applicable, shall be substantially in the form of Attachment A and Attachment C hereto, respectively, in each case incorporating by reference the terms of these Master Terms, and shall be a separate agreement among Red Wolf Funding, Funding, the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding and the Interim Eligible Lender Trustee on behalf of Funding with respect to the Loans covered by the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable.  If the terms of the Initial Purchase Agreement or an Additional Purchase Agreement conflict with the terms of these Master Terms, the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable, shall supersede and govern.

SECTION 2.    DEFINITIONS

Capitalized terms used but not otherwise defined herein, including in the related Purchase Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture dated as of February 26, 2015, among the Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as such appendix may be amended or supplemented from time to time with the consent of the parties hereto.

For purposes hereof:

(A)           “Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

(B)      “Additional Bill of Sale” means each document, in the form of Attachment D hereto, executed by an authorized officer of Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by Red Wolf Funding and  (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of Red Wolf Funding and of the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Bill of Sale and (iii) certify that the representations and warranties made by Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.

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(C)      “Additional Loan” means the Eligible Loans evidenced by a Note or Notes sold from time to time during the Supplemental Purchase Period pursuant to an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(D)           “Additional Loans Purchase Price” means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the Principal Balance of such Additional Loan, plus accrued interest to be capitalized).

(E)      “Additional Purchase Agreement” means each Additional Purchase Agreement (including the related Additional Bill of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by Red Wolf Funding, as set forth in Sections 5(A) and (B) of these Master Terms and the representations and warranties made by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the related Purchase Date.

(F)      “Bill of Sale” means the Initial Bill of Sale or an Additional Bill of Sale, as applicable.

(G)           “Borrower” means the obligor on a Loan.

(H)            “Consolidation Loan” means a Subsidized Consolidation Loan or Unsubsidized Consolidation Loan.

(I)      “Conveyance Agreement” means the Conveyance Agreement Master Securitization Terms Number 1000, dated February 29, 2008, as amended and reaffirmed from time to time, among the Master Depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of the Master Depositor, Red Wolf Funding, as the depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of Red Wolf Funding, and Navient Solutions, Inc., as servicer, together with each executed Purchase Agreement (as defined therein), each executed Bill of Sale (as defined therein) and all attachments thereto.

(J)      “Cutoff Date” means the Statistical Cutoff Date, the Initial Cutoff Date and any Subsequent Cutoff Date, as applicable.

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(K)           “Eligible Loan” means a Loan offered for sale or substituted by Red Wolf Funding under a Purchase Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Purchase Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Bill of Sale, in the case of any Additional Loan or Substituted Loan:

(i)           is a Stafford Loan, a PLUS Loan or a Consolidation Loan (including Consolidation Loans that have been rehabilitated in accordance with the provisions of the Higher Education Act);

(ii)           is owned by Red Wolf Funding (or the Red Wolf Funding Eligible Lender Trustee) and is fully disbursed;

(iii)           is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan;

(iv)           bears interest at a stated rate of not less than the maximum rate permitted under the Higher Education Act for such Loan;

(v)           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 Loan;

(vi)           if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a 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;

(vii)           is current or no payment of principal or interest shall be more than 210 days past due as of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date;

(viii)           the last disbursement was before the Statistical Cutoff Date, in the case of the Initial Loans, or before the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan;

(ix)           is supported by the following documentation (which for a rehabilitated Loan, and to the extent applicable, need only be provided since the related date of such Loan’s rehabilitation in accordance with the provisions of the Higher Education Act):

1. loan application, and any supplement thereto,

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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.

(L)           [Reserved].

(M)           “Initial Bill of Sale” means the document, in the form of Attachment B hereto, executed by an authorized officer of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding which shall (i) set forth the applicable Initial Loans offered by Red Wolf Funding and accepted for purchase by Funding and by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all rights, title and interest of Red Wolf Funding and the

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Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding in the Initial Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by Red Wolf Funding  and the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding as set forth in Sections 5 (A) and (B), by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee in Section 5(D) of these Master Terms are true and correct.

(N)       “Initial Cutoff Date” means February 26, 2015.

(O)           “Initial Loans” means the Eligible Loans evidenced by the Notes sold on the Closing Date pursuant to the Initial Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(P)      “Initial Payment” means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

(Q)           “Initial Purchase Agreement” means the Purchase Agreement (including the related Blanket Endorsement, Initial Bill of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by Red Wolf Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

(R)      “Loan” means an Initial Loan, Additional Loan or Substituted Loan, as applicable, offered for sale and purchased, or substituted, pursuant to the related Purchase Agreement and related documentation together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(S)      “Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to Red Wolf Funding by Funding and completed by Red Wolf Funding that list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan.

(T)      “Master Depositor” means Churchill Funding LLC.

(U)            “Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

(V)            “Original Purchase Date” means with respect to any Loan, the date such Loan was purchased by Red Wolf Funding from the Master Depositor pursuant to the Conveyance Agreement.

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(W)       “PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).

(X)           “Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any), less amounts which may not be insured (such as late charges).

(Y)            “Purchase Agreement” means the Initial Purchase Agreement or an Additional Purchase Agreement (including any attachments thereto), as applicable, substantially in the form of Attachment A or C hereto, of which the Master Terms form a part by reference.

(Z)          “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with respect to any Additional Loans or Substituted Loans, the date of the related Additional Bill of Sale.

(AA)           “Purchase Price” means the Initial Payment or the Additional Loans Purchase Price, as applicable.

(BB)            “Purchased Loans” means, with respect to each Purchase Agreement, the Loans offered for sale and purchased or substituted pursuant to such Purchase Agreement.

(CC)           “Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015, among Navient Funding, LLC, as Seller, Navient Student Loan Trust 2015-1, as Purchaser, and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

(DD)           “Secretary” means the United States Secretary of Education or any successor.

(EE)           [Reserved].

(FF)            “Stafford Loan” means a Subsidized Stafford Loan or an Unsubsidized Stafford Loan.

(GG)           “Statistical Cutoff Date” means January 12, 2015.

(HH)           “Subsequent Cutoff Date” means the date specified in the related Additional Purchase Agreement agreed to by Red Wolf Funding and Funding for the purposes of determining the Principal Balance and accrued interest to be capitalized, as applicable, for purposes of completing each related Loan Transmittal Summary Form.

(II)           “Subsidized Consolidation Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.

(JJ)             “Subsidized Stafford Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A of the Higher Education Act.

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(KK)           “Substituted Loans” means the Eligible Loans evidenced by a Note or Notes substituted by Red Wolf Funding pursuant to the terms of Section 6(B) hereof from time to time as evidenced by an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.  For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.

(LL)           “Trust” means Navient Student Loan Trust 2015-1.

(MM)           “Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date, plus any Additional Loan, plus any Substituted Loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6(B) of the Sale Agreement or pursuant to Section 6(B) of an Additional Sale Agreement, or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any Purchased Loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto or any Liquidated Student Loan following receipt by or on behalf of the Trust of Liquidation Proceeds with respect thereto or following such Liquidated Student Loan having otherwise been written off by the Servicer.

(NN)           “Unsubsidized Consolidation Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

(OO)           “Unsubsidized Stafford Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

SECTION 3.    SALE/PURCHASE

SECTION 3.1  SALE/PURCHASE OF INITIAL LOANS

(A)           Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding of the Initial Bill of Sale and (ii) the payment by Funding to Red Wolf Funding of the Initial Payment.  Upon consummation, such sale and purchase shall be effective as of the date of the Initial Bill of Sale.  Red Wolf Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

(B)      Settlement of the Initial Payment

On the date of the Initial Bill of Sale, Funding shall pay to Red Wolf Funding the Initial Payment by wire transfer of immediately available funds to the account specified by Red Wolf Funding.

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(C)      Interest Subsidy and Special Allowance Payments and Rebate Fees

Red Wolf Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

(D)            Grant of Contract Right

In connection with the sale of the Initial Loans, Red Wolf Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement  with respect to the Initial Loans, including all rights of Red Wolf Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the Initial Loans.

SECTION 3.2   SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS

(A) Requirements Relating to Additional Loans

From time to time during the Supplemental Purchase Period, Red Wolf Funding may, but shall not be obligated to, sell or cause the sale of Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement.  In addition, at any time, Red Wolf Funding may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder.  The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

(B) Consummation of Sale and Purchase

During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to Red Wolf Funding of the related Purchase Price.  Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Bill of Sale.  Red Wolf Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

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(C) Settlement of the Purchase Price

On the date of the related Additional Bill of Sale for an Additional Loan, Funding shall pay Red Wolf Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by Red Wolf Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from Funding to Red Wolf Funding of ownership of the Loans being substituted).

(D) Interest Subsidy and Special Allowance Payments and Rebate Fees

Red Wolf Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bill of Sale accruing up to but not including the related Subsequent Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

(E) Grant of Contract Right

In connection with each sale of Additional Loans, Red Wolf Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement with respect to such Additional Loans, including all rights of Red Wolf Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the applicable Additional Loans.

SECTION 3.3   GENERAL

(A)           [Reserved].

(B)           Intent of the Parties

With respect to each sale or substitution of Loans pursuant to these Master Terms and the related Purchase Agreements, it is the intention of Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, and Red Wolf Funding hereby warrants that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and assignment constitute a valid sale of such Loans from Red Wolf Funding to Funding and the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding or a valid substitution, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Red Wolf Funding’s estate in the event of the bankruptcy of Red Wolf Funding or the appointment of a receiver with respect to Red Wolf Funding.

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SECTION 4.    CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION

Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Red Wolf Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

(A)           Activities Prior to the Related Purchase Date

Red Wolf Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.

(B)      Continued Servicing

Following the execution of each Purchase Agreement, Red Wolf Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Bill of Sale.

(C)      Bill of Sale/Loan Transmittal Summary Form

Red Wolf Funding shall deliver to Funding:

(i)           a Bill of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, covering the applicable Loans offered by Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, including the insurance interest of the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, in each of the related Loans, and (c) states that the representations and warranties made by Red Wolf Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Bill of Sale; and

(ii)           the Loan Transmittal Summary Form, attached to the related Bill of Sale, identifying each of the Eligible Loans which is the subject of the related Bill of Sale and setting forth the unpaid Principal Balance of each such related Loan.

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(D)           Endorsement

Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding shall provide a blanket endorsement transferring the entire interest of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans.

At the direction of and in such form as Funding may designate, Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.

(E)      Officer’s Certificate

Red Wolf Funding shall furnish to Funding, with each Bill of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Bill of Sale.

(F)      Loan Transfer Statement

Upon Funding’s request, Red Wolf Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding and dated the date of the related Bill of Sale.  Red Wolf Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Bill of Sale.

(G)           Power of Attorney

Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Red Wolf Funding or the Servicer to Funding or the

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Interim Eligible Lender Trustee or any custodian on their behalf.  In furtherance of the foregoing, each of Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee hereby grant to Navient Solutions, Inc. a power of attorney to endorse any and all transfer documents (including, without limitation, Bills of Sale) to endorse transfers of record and beneficial ownership, as applicable, in and to all Loans.

(H)           Contemporaneous Sale

Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF RED WOLF FUNDING AND THE INTERIM ELIGIBLE LENDER TRUSTEE

(A)           General

Red Wolf Funding represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the date of the related Purchase Agreement and Bill of Sale:

(i)           The Red Wolf Funding Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)           The Red Wolf Funding Eligible Lender Trustee and Red Wolf Funding are duly organized and existing under the laws of their respective governing jurisdictions;

(iii)           The Red Wolf Funding Eligible Lender Trustee and Red Wolf Funding have all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Bill of Sale and any Additional Bill of Sale;

(iv)           The Red Wolf Funding Eligible Lender Trustee and Red Wolf Funding will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding;

(v)           It is the intention of Red Wolf Funding, and Red Wolf Funding hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, for the benefit of Red Wolf Funding to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Red Wolf Funding’s estate in the event of the bankruptcy of Red Wolf Funding or the appointment of a receiver with respect to Red Wolf Funding; and

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(vi)           Red Wolf Funding does not have the right to cause the Master Depositor or the Servicer, as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason.

(B)      Particular—Red Wolf Funding

Red Wolf Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable:

(i)           The Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding has good and marketable title to, and is the sole owner of, the Purchased 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 Loans;

(ii)           These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, 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 Red Wolf Funding;

(iii)           The Purchased 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;

(iv)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(v)           Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by Red Wolf Funding and/or the Red Wolf Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which Red Wolf Funding and the Red Wolf Funding

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Eligible Lender Trustee operate, 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 Red Wolf Funding or the Red Wolf Funding Eligible Lender Trustee is a party or by which Red Wolf Funding or the Red Wolf Funding Eligible Lender Trustee 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;

(vi)           The Purchased 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);

(vii)           No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(viii)           Any payments on the Purchased Loans received by the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct;

(ix)           Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(x)           With respect to the first sale of Loans from the Red Wolf Funding Eligible Lender Trustee on behalf of Red Wolf Funding to the Interim Eligible Lender Trustee for the benefit of Funding, Red Wolf Funding 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 Loans granted to Funding and the Interim Eligible Lender Trustee hereunder;

(xi)           Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans.  Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against Red Wolf Funding or the Red Wolf Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated.  Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against Red Wolf Funding or the Red Wolf Funding Eligible Lender Trustee; and

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(xii)           No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable.

(C)      Particular – Servicer

The Servicer, in consideration for continuing to receive the applicable servicing fee, represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms, that during the period commencing on the day immediately following the Original Purchase Date to and including the related Purchase Date, unless otherwise noted:

(i)           The Red Wolf Funding Eligible Lender Trustee has good and marketable title to, and is the sole owner of, the Purchased 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 Loans;

(ii)           The Purchased Loans constitute “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;

(iii)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date, are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(iv)           The Purchased 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);

(v)           No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(vi)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or

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Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(vii)           Any payments on the Purchased Loans received by the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct;

(viii)           Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any 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;

(ix)           All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(x)           Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(xi)           No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither Red Wolf Funding nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xii)           Except for Purchased Loans executed electronically, there is only one original executed copy of the Note evidencing each Purchased Loan.  For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such 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 Note or as may be required by applicable e-sign laws.  The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans.  The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed

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to any Person other than the Interim Eligible Lender Trustee.  All financing statements filed or to be filed against Red Wolf Funding or the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding in favor of the Interim Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Interim Eligible Lender Trustee;”

(xiii)           No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding; and

(xiv)           Other than with respect to Substituted Loans, all Additional Loans will be purchased using funds on deposit in the Supplemental Purchase Account.

(D)           The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Bill of Sale:

(i)           The Interim Eligible Lender Trustee 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 New York.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bill of Sale;

(ii)           The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf;

(iii)           Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York 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; and

(iv)           The Interim Eligible Lender Trustee is 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 Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

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SECTION 6.    REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

(A)           Each party to these Master Terms shall give notice to the other parties promptly, in writing, upon the discovery of any breach of Red Wolf Funding’s representations and warranties made pursuant to Sections 5(A) and (B) hereof or the Servicer’s representations and warranties made pursuant to Section 5(C) hereof which has a materially adverse effect on the interest of Funding in any Trust Student Loan.  In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, Red Wolf Funding shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, Red Wolf Funding shall purchase such Trust Student Loan from Funding (or, at the direction of Funding, from the Trust) not later than the sixtieth day following the end of such 360-day period.  Red Wolf Funding shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not included in the calculation of the Purchase Amount).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), Red Wolf Funding shall remit the Purchase Amount along with those amounts set forth in the immediately preceding sentence in the manner specified in Section 2.6 of the Administration Agreement.  For the avoidance of doubt, any lien created pursuant to the Indenture with respect to any such purchased Trust Student Loan shall be released upon receipt of the related Purchase Amount along with the payment of such other amounts referred to in the immediately preceding sentence.

In addition, if any breach of Sections 5(A) and (B) hereof by Red Wolf Funding or Section 5(C) hereof by the Servicer does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of Funding to repay such interest to a Guarantor), or the loss (including any obligation of Funding to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then Red Wolf Funding shall reimburse Funding by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 60 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where Red Wolf Funding reasonably believes such losses are likely to be collected, not later than the last day of the

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next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, Red Wolf Funding shall not be required to reimburse Funding for interest that is then capitalized, however, such amounts shall be reimbursed if the Borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor because of a breach by Red Wolf Funding or the Servicer or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act, in each case as a result of a breach by Red Wolf Funding or the Servicer, exceeds 1% of the Pool Balance, Red Wolf Funding (or the Servicer as provided in the Servicing Agreement) shall purchase, within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by Red Wolf Funding and the Servicer pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)) with Trust Student Loans with the earliest such date to be repurchased first.

(B)           In lieu of repurchasing Trust Student Loans pursuant to Section 6(A), Red Wolf Funding may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

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.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6(B), Red Wolf Funding shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Purchase Agreement and related Bill of Sale regarding such Substituted Loans will be executed and delivered by the applicable parties.

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In the event that Red Wolf Funding elects to substitute Eligible Loans pursuant to this Section 6(B), Red Wolf Funding will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. Red Wolf Funding shall also remit to Funding (or, at the direction of Funding, to the Trust) an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans that are being removed, in the manner provided in Section 2.6 of the Administration Agreement.

(C)           The sole remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect to a breach by Red Wolf Funding pursuant to Sections 5(A) and (B) or the Servicer pursuant to Section 5(C) hereof shall be to require Red Wolf Funding to purchase such Trust Student Loans, to reimburse Funding as provided in Section 6(A) above or to substitute Eligible Loans pursuant to Section 6(B) above.  The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 6.

SECTION 7.    OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A)           Any payment received by Red Wolf Funding with respect to amounts accrued after the date of the related Bill of Sale for any Purchased Loan sold to Funding, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by Red Wolf Funding in trust for the account of Funding and Red Wolf Funding hereby disclaims any title to or interest in any such amounts.  Within two (2) Business Days following the date of receipt, Red Wolf Funding shall remit to Funding an amount equal to any such payments along with a listing on a form provided by Funding identifying the Purchased Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

(B)           Any written communication received at any time by Red Wolf Funding with respect to any Loan subject to these Master Terms or the related Purchase Agreement shall be transmitted by Red Wolf Funding to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

SECTION 8.    CONTINUING OBLIGATION OF THE SELLER

Red Wolf Funding shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period Red Wolf Funding or the Red Wolf Funding Eligible Lender Trustee owned

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the related Purchased Loan, or (b) a payment made or alleged to have been made to Red Wolf Funding. Further, Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee shall agree that either Red Wolf Funding or the Red Wolf Funding Eligible Lender Trustee shall reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

SECTION 9.    LIABILITY OF THE SELLER; INDEMNITIES

The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer on behalf of Red Wolf Funding under these Master Terms and each related Purchase Agreement.

(i)           The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)           The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, Red Wolf Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.

(iii)           The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage,

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obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of Red Wolf Funding and the Servicer, which approval shall not be unreasonably withheld.

Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

SECTION 10.    MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER

Any Person (a) into which Red Wolf Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which Red Wolf Funding shall be a party or (c) which may succeed to the properties and assets of Red Wolf Funding substantially as a whole, shall be the successor to Red Wolf Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that Red Wolf Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than Red Wolf Funding, executes an agreement of assumption to perform every obligation of Red Wolf Funding and the Servicer under these Master Terms, each Purchase Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5(A) shall have been breached; (iii) the surviving Person, if other than Red Wolf Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if Red Wolf Funding is not the surviving entity, Red Wolf Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

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SECTION 11.    LIMITATION ON LIABILITY OF RED WOLF FUNDING AND OTHERS

Red Wolf Funding and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way Red Wolf Funding’s obligations under Section 6).  Red Wolf Funding shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability.  Except as provided herein, the repurchase (or substitution) and reimbursement obligations of Red Wolf Funding will constitute the sole remedy available to Funding for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Bill of Sale is lesser than or greater than the aggregate Principal Balance stated on the related Bill of Sale, (i) if lesser, Red Wolf Funding shall remit such amount to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and (ii) if greater, Funding shall remit such amount to Red Wolf Funding.  Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

SECTION 12.    LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER

Notwithstanding anything contained herein to the contrary, these Master Terms and the Initial Purchase Agreement have been, and any Additional Purchase Agreement will be, signed by Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as the Red Wolf Funding Eligible Lender Trustee for Red Wolf Funding and the Interim Eligible Lender Trustee for Funding and in no event shall Wells Fargo Bank, N.A., in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Red Wolf Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee, Red Wolf Funding or Funding, under these Master Terms or any Purchase Agreements or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of Red Wolf Funding or Funding.

SECTION 13.    EXPENSES

Except as otherwise provided herein, each party to these Master Terms or any Purchase Agreement (other than the Red Wolf Funding Eligible Lender Trustee and the Interim Eligible Lender Trustee) shall pay its own expense incurred in connection with the preparation, execution and delivery of these Master Terms and any Purchase Agreement and the transactions contemplated herein or therein.

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SECTION 14.    SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made herein and in or pursuant to the Purchase Agreement and each Additional Purchase Agreement executed pursuant to these Master Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Purchase Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of Red Wolf Funding shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by the Servicer shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  Each Purchase Agreement supersedes all previous agreements and understandings between Funding and Red Wolf Funding with respect to the subject matter thereof.  These Master Terms and any Purchase Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by Funding of any covenant, agreement, representation or warranty required to be made or furnished by Red Wolf Funding or the Servicer or the waiver by Funding of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of Funding to insist upon the performance by Red Wolf Funding in strict accordance with said terms.

SECTION 15.    COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to Red Wolf Funding or Funding, as the case may be, addressed as set forth in the Purchase Agreement or at such other address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to Red Wolf Funding or Funding by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

SECTION 16.    FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master Terms and any Purchase Agreement, and all proceedings to be taken in connection with these Master Terms and any Purchase Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and Funding shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith.  Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

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SECTION 17.    AMENDMENT

These Master Terms, any Purchase Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties thereto without the consent of the related Noteholders (i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus.

These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to these Master Terms, the Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by these Master Terms and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s own rights, duties or immunities under these Master Terms or otherwise.

SECTION 18.    NONPETITION COVENANTS

Notwithstanding any prior termination of these Master Terms, Red Wolf Funding, the Servicer, the Red Wolf Funding Eligible Lender Trustee and the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause Funding to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against

26

Funding under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator or other similar official of Funding or any substantial part of its property, or ordering the winding up or liquidation of the affairs of Funding; provided, however, nothing herein shall be deemed to prohibit the Red Wolf Funding Eligible Lender Trustee or the Interim Eligible Lender Trustee from filing a claim in, or otherwise participating in, any such action or proceeding.

SECTION 19.    GOVERNING LAW

These Master Terms and any Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

27

IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

RED WOLF FUNDING, LLC	NAVIENT FUNDING, LLC
(Seller)	(Purchaser)
By:  /s/ Mark D. Rein	By: /s/ Mark D. Rein
Name: Mark D. Rein	Name:   Mark D. Rein
Title:   Vice President	Title:     Vice President
WELLS FARGO BANK, N.A.	WELLS FARGO BANK, N.A.
not in its individual capacity but	not in its individual capacity but
solely as Red Wolf Funding Eligible Lender	solely as Interim Eligible Lender Trustee
Trustee
By: /s/ Adam Holzemer	By: /s/ Adam Holzemer
Name: Adam Holzemer	Name:  Adam Holzemer
Title:   Vice President	Title:    Vice President
NAVIENT SOLUTIONS, INC.
(Servicer)
By: /s/ Jeffrey Stine
Name: Jeffrey Stine
Title:   Vice President

28

Attachment A

INITIAL PURCHASE AGREEMENT

Dated as of February 26, 2015

PURCHASE AGREEMENT NUMBER 1

           Pursuant to the Master Terms (as defined below), each of Wells Fargo Bank, N.A., not in its individual capacity but solely as Eligible Lender Trustee (the “Red Wolf Funding Eligible Lender Trustee”) for the benefit of Red Wolf Funding, LLC (“Red Wolf Funding”) under the Red Wolf Funding Interim Trust Agreement, dated as of February 26, 2015, between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, and Red Wolf Funding hereby offer for sale to each of Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”) under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Red Wolf Funding in the Loans described in the related Bill of Sale and related Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, Funding and the Interim Eligible Lender Trustee for the benefit of Funding accept Red Wolf Funding’s offer.  In order to qualify as Eligible Loans, no payment of principal of or interest on any such Loan shall be more than two hundred and ten (210) days past due as of the Statistical Cutoff Date.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee.  The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date.

This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement.  Red Wolf Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bill of Sale and the related Loan Transmittal Summary Form, as of the Closing Date.

 Each of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date.

1

The parties hereto intend that the transfer of Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

2

           IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement Number 1 to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

RED WOLF FUNDING, LLC

(Seller)

By: /s/ Mark D. Rein                                                                           

       Name:  Mark D. Rein

       Title:    Vice President

NAVIENT FUNDING, LLC

(Purchaser)

By: /s/ Mark D. Rein                                                                           

       Name:  Mark D. Rein

       Title:    Vice President

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Red Wolf Funding Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

3

INITIAL PURCHASE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED FEBRUARY 26, 2015

Wells Fargo Bank, N.A., as Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, LLC (“Red Wolf Funding”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Initial Bill of Sale dated the date hereof executed by Red Wolf Funding in favor of Wells Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Initial Purchase Agreement among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee which covers the promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, RED WOLF FUNDING ACKNOWLEDGES THAT RED WOLF FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO RED WOLF FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY RED WOLF FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, LLC   Lender Code:  829 077   By: /s/ Adam Holzemer                                                               (Signature of  Authorized Signatory          for Seller)         Name:  Adam Holzemer         Title:    Vice President       PURCHASER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC         By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for Purchaser)         Name:  Adam Holzemer         Title:    Vice President     Date of Purchase: February 26, 2015  

2

Attachment B

INITIAL BILL OF SALE DATED FEBRUARY 26, 2015

The undersigned (“Red Wolf Funding”) and Wells Fargo Bank, N.A., as Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding under the Red Wolf Funding Interim Eligible Lender Trust Agreement, dated as of February 26, 2015 (the “Red Wolf Funding Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 (the “Purchase Agreement”) among Navient Funding, LLC (“Funding”), the Red Wolf Funding Eligible Lender Trustee and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, without recourse except as provided in the Initial Purchase Agreement, all right, title and interest of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, including the insurance interest of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

Red Wolf Funding hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Initial Purchase Agreement with respect to the Loans being sold hereby.  Each of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the related Initial Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon Red Wolf Funding’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

2

Guarantors:

American Student Assistance

College Assist

Educational Credit Management Corporation

Finance Authority Of Maine

Florida Office Of Student Financial Assistance

Great Lakes Higher Education Guaranty Corporation

Illinois Student Assistance Commission

Kentucky Higher Education Assistance Authority

Louisiana Office Of Student Financial Assistance

Michigan Guaranty Agency

Missouri Department of Higher Education

Montana Guaranteed Student Loan Program

Nebraska National Student Loan Program

New Hampshire Higher Education Assistance Foundation

New Jersey Higher Education Student Assistance Authority

New Mexico Student Loan Guarantee Corporation

Northwest Education Loan Association

Oklahoma Guaranteed Student Loan Program

Pennsylvania Higher Education Assistance Agency

Rhode Island Higher Education Assistance Authority

Student Loan Guarantee Foundation of Arkansas

Tennessee Student Assistance Corporation

Texas Guaranteed Student Loan Corporation

United Student Aid Funds, Inc.

3

IN WITNESS WHEREOF, the parties hereto have caused this Initial Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, LLC   Lender Code: 829 077   By: /s/ Adam Holzemer                                                               (Signature of  Authorized Signatory          for Seller)         Name:  Adam Holzemer         Title:    Vice President     Red Wolf Funding, LLC   By: /s/ Mark D. Rein       (Signature of Authorized Signatory        for Seller)       Name:  Mark D. Rein       Title:    Vice President     PURCHASER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC         By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for Purchaser)         Name:  Adam Holzemer         Title:    Vice President     Date of Purchase:  February 26, 2015

4

PURCHASER                                                                                    

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

By: /s/ Mark D. Rein

        (Signature of Authorized Officer)

      Name:  Mark D. Rein

      Title:    Vice President

Date of Purchase:  February 26, 2015

5

Attachment C

ADDITIONAL PURCHASE AGREEMENT NUMBER [   ]

Dated as of [   ], 2015

ADDITIONAL PURCHASE AGREEMENT NUMBER [  ]

Each of Wells Fargo Bank, N.A., as Red Wolf Funding Eligible Lender Trustee (the “Red Wolf Funding Eligible Lender Trustee”) for the benefit of Red Wolf Funding, LLC (“Red Wolf Funding”), under the Red Wolf Funding Interim Trust Agreement, dated as of February 26, 2015, between Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, and Red Wolf Funding hereby offer for sale to Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Navient Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Red Wolf Funding in the Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Red Wolf Funding’s offer.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Additional Loans Purchase Price, each of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated February 26, 2015 (the “Master Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee.  The applicable Additional Loans Purchase Price shall be $[ ].

This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement.  Red Wolf Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date.

Each of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the related Additional Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date.

1

The parties hereto intend that the transfer of Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding to Funding and the Interim Eligible Lender Trustee for the benefit of Funding.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

IN WITNESS WHEREOF, the parties hereto have caused this Additional Purchase Agreement Number [  ] to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

RED WOLF FUNDING, LLC

(Seller)

By:  _________________________

Name:  _______________________

Title:  ________________________

NAVIENT FUNDING, LLC

(Purchaser)

By:  __________________________

Name:  ________________________

Title:  _________________________

2

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Red Wolf Funding Eligible Lender Trustee

By: _______________________________

Name:

Title:

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: _______________________________

Name:

Title:

3

ADDITIONAL PURCHASE AGREEMENT NUMBER [         ]

[   ] BLANKET ENDORSEMENT DATED [   ], 2015

Wells Fargo Bank, N.A., as Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, LLC (“Red Wolf Funding”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Bill of Sale executed by Red Wolf Funding in favor of Wells Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Additional Purchase Agreement among Red Wolf Funding, the Red Wolf Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee which covers the promissory note (the “Additional Purchase Agreement”).

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, RED WOLF FUNDING ACKNOWLEDGES THAT RED WOLF FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO RED WOLF FUNDING OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY RED WOLF FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, LLC   Lender Code: 829 077     By: ____________________________         (Signature of  Authorized Signatory          for Seller) Name: Title:           PURCHASER                                                                                       Wells Fargo Bank, N.A., 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:  _________________  

2

Attachment D

ADDITIONAL BILL OF SALE

DATED [  ], 2015

The undersigned (“Red Wolf Funding”) and Wells Fargo Bank, N.A., as Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding under the Red Wolf Funding Interim Eligible Lender Trust Agreement, dated as of February 26, 2015 (the “Red Wolf Funding Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Additional Purchase Agreement Number [       ] (the “Purchase Agreement”) among Navient Funding, LLC (“Funding”), and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee for the benefit of Funding, and their assignees, without recourse except as provided in the Additional Purchase Agreement, all right, title and interest of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, including the insurance interest of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Additional Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

Red Wolf Funding hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Purchase Agreement related hereto with respect to the Additional Loans being sold hereby.  Each of Red Wolf Funding and the Red Wolf Funding Eligible Lender Trustee, authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the portfolio of Additional Loans accepted for purchase, on the Purchase Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon Red Wolf Funding’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

2

Guarantor(s):

[TO BE PROVIDED]

3

IN WITNESS WHEREOF, the parties hereto have caused this Additional Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                                       Wells Fargo Bank, N.A., not in its individual capacity but solely as Red Wolf Funding Eligible Lender Trustee for the benefit of Red Wolf Funding, LLC   Lender Code: 829 077   By:  ____________________________ (Signature of Authorized Officer) Name: Title:     Red Wolf Funding, LLC   By: _____________________________       (Signature of Authorized Signatory        for Seller)   Name: Title:         PURCHASER                                                                                       Wells Fargo Bank, N.A., 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:  _________________  

4

PURCHASER                                                                                    

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

By: _____________________________

(Signature of Authorized Officer)

Name:

Title:

Date of Purchase:  _________________

5

Annex I

LOAN TRANSMITTAL SUMMARY FORM

Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

I-1

EX-99.4

Exhibit 99.4

PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of February 26, 2015 among (i) VL Funding LLC (“VL Funding”), (ii) Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “VL Funding Eligible Lender Trustee”), for the benefit of VL Funding under the VL Funding Interim Trust Agreement dated as of February 26, 2015 between VL Funding and the VL Funding Eligible Lender Trustee, (iii) Navient Funding, LLC (“Funding”), (iv) Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee and (v) Navient Solutions, Inc., as servicer (the “Servicer”), shall be effective upon execution by the parties hereto.  References to VL Funding herein mean the VL Funding Eligible Lender Trustee acting on behalf of VL Funding, and references to Funding herein mean the Interim Eligible Lender Trustee, acting on behalf of Funding, for all purposes involving the holding or transferring of legal title to the Eligible Loans.

WHEREAS, VL Funding is the beneficial owner of certain student loans guaranteed under the Higher Education Act;

WHEREAS, VL Funding may desire to sell its interest in such Loans from time to time and Funding may desire to purchase such Loans from VL Funding;

WHEREAS, Funding desires to purchase from VL Funding the portfolio of Initial Loans;

WHEREAS, from time to time following the Closing Date until the end of the Supplemental Purchase Period, VL Funding may desire to sell Additional Loans and Funding may purchase such Additional Loans in accordance with these Master Terms and the related Additional Purchase Agreements;

WHEREAS, from time to time, VL Funding may substitute loans in accordance with these Master Terms;

WHEREAS, legal title to such Loans is vested in the VL Funding Eligible Lender Trustee, as trustee for the benefit of VL Funding as the sole beneficiary; and

WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, Purchased Loans on behalf of Funding.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

SECTION 1.    TERMS

These Master Terms establish the terms under which VL Funding (and with respect to legal title, the VL Funding Eligible Lender Trustee for the benefit of VL Funding) may sell and Funding (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of Funding) may purchase the Loans (and all obligations of the Borrowers thereunder) specified in the Initial Purchase Agreement with respect to the Initial Loans or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, as the parties may execute from time to time

pursuant to these Master Terms.  The Initial Purchase Agreement and each Additional Purchase Agreement, as applicable, shall be substantially in the form of Attachment A and Attachment C hereto, respectively, in each case incorporating by reference the terms of these Master Terms, and shall be a separate agreement among VL Funding, Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding and the Interim Eligible Lender Trustee on behalf of Funding with respect to the Loans covered by the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable.  If the terms of the Initial Purchase Agreement or an Additional Purchase Agreement conflict with the terms of these Master Terms, the terms of the Initial Purchase Agreement or the related Additional Purchase Agreement, as applicable, shall supersede and govern.

SECTION 2.    DEFINITIONS

Capitalized terms used but not otherwise defined herein, including in the related Purchase Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture dated as of February 26, 2015, among the Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as such appendix may be amended or supplemented from time to time with the consent of the parties hereto.

For purposes hereof:

(A)       “Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

(B)      “Additional Bill of Sale” means each document, in the form of Attachment D hereto, executed by an authorized officer of VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by VL Funding and  (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of VL Funding and of the VL Funding Eligible Lender Trustee on behalf of VL Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Bill of Sale and (iii) certify that the representations and warranties made by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.

(C)      “Additional Loan” means the Eligible Loans evidenced by a Note or Notes sold from time to time during the Supplemental Purchase Period pursuant to an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

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(D)           “Additional Loans Purchase Price” means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the Principal Balance of such Additional Loan, plus accrued interest to be capitalized).

(E)      “Additional Purchase Agreement” means each Additional Purchase Agreement (including the related Additional Bill of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by VL Funding, the VL Funding Eligible Lender Trustee for the benefit of VL Funding, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by VL Funding, as set forth in Sections 5(A) and (B) of these Master Terms and the representations and warranties made by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the related Purchase Date.

(F)      “Bill of Sale” means the Initial Bill of Sale or an Additional Bill of Sale, as applicable.

(G)       “Borrower” means the obligor on a Loan.

(H)      “Consolidation Loan” means a Subsidized Consolidation Loan or Unsubsidized Consolidation Loan.

(I)      “Conveyance Agreement” means the Conveyance Agreement Master Securitization Terms Number 1000, dated February 29, 2008, as amended and reaffirmed from time to time, among the Master Depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of the Master Depositor, VL Funding, as the depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of VL Funding, and Navient Solutions, Inc., as servicer, together with each executed Purchase Agreement (as defined therein), each executed Bill of Sale (as defined therein) and all attachments thereto.

(J)      “Cutoff Date” means the Statistical Cutoff Date, the Initial Cutoff Date and any Subsequent Cutoff Date, as applicable.

(K)      “Eligible Loan” means a Loan offered for sale or substituted by VL Funding under a Purchase Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Purchase Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Bill of Sale, in the case of any Additional Loan or Substituted Loan:

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(i)           is a Stafford Loan, a PLUS Loan or a Consolidation Loan (including Consolidation Loans that have been rehabilitated in accordance with the provisions of the Higher Education Act);

(ii)           is owned by VL Funding (or the VL Funding Eligible Lender Trustee) and is fully disbursed;

(iii)           is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan;

(iv)           bears interest at a stated rate of not less than the maximum rate permitted under the Higher Education Act for such Loan;

(v)           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 Loan;

(vi)           if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a 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;

(vii)           is current or no payment of principal or interest shall be more than 210 days past due as of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date;

(viii)           the last disbursement was before the Statistical Cutoff Date, in the case of the Initial Loans, or before the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan;

(ix)           is supported by the following documentation (which for a rehabilitated Loan, and to the extent applicable, need only be provided since the related date of such Loan’s rehabilitation in accordance with the provisions of the Higher Education Act):

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,

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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.

(L)           [Reserved].

(M)           “Initial Bill of Sale” means the document, in the form of Attachment B hereto, executed by an authorized officer of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding which shall (i) set forth the applicable Initial Loans offered by VL Funding and accepted for purchase by Funding and by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all rights, title and interest of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding in the Initial Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by VL Funding  and the VL Funding Eligible Lender Trustee on behalf of VL Funding as set forth in Sections 5 (A) and (B), by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee in Section 5(D) of these Master Terms are true and correct.

(N)       “Initial Cutoff Date” means February 26, 2015.

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(O)           “Initial Loans” means the Eligible Loans evidenced by the Notes sold on the Closing Date pursuant to the Initial Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(P)      “Initial Payment” means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

(Q)           “Initial Purchase Agreement” means the Purchase Agreement (including the related Blanket Endorsement, Initial Bill of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

(R)      “Loan” means an Initial Loan, Additional Loan or Substituted Loan, as applicable, offered for sale and purchased, or substituted, pursuant to the related Purchase Agreement and related documentation together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(S)      “Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to VL Funding by Funding and completed by VL Funding that list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan.

(T)      “Master Depositor” means Churchill Funding LLC.

(U)            “Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

(V)           “Original Purchase Date” means with respect to any Loan, the date such Loan was purchased by VL Funding from the Master Depositor pursuant to the Conveyance Agreement.

(W)       “PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).

(X)           “Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any), less amounts which may not be insured (such as late charges).

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(Y)            “Purchase Agreement” means the Initial Purchase Agreement or an Additional Purchase Agreement (including any attachments thereto), as applicable, substantially in the form of Attachment A or C hereto, of which the Master Terms form a part by reference.

(Z)           “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with respect to any Additional Loans or Substituted Loans, the date of the related Additional Bill of Sale.

(AA)       “Purchase Price” means the Initial Payment or the Additional Loans Purchase Price, as applicable.

(BB)         “Purchased Loans” means, with respect to each Purchase Agreement, the Loans offered for sale and purchased or substituted pursuant to such Purchase Agreement.

(CC)          “Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000, dated as of February 26, 2015, among Navient Funding, LLC, as Seller, Navient Student Loan Trust 2015-1, as Purchaser, and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

(DD)          “Secretary” means the United States Secretary of Education or any successor.

(EE)           [Reserved].

(FF)            “Stafford Loan” means a Subsidized Stafford Loan or an Unsubsidized Stafford Loan.

(GG)           “Statistical Cutoff Date” means January 12, 2015.

(HH)           “Subsequent Cutoff Date” means the date specified in the related Additional Purchase Agreement agreed to by VL Funding and Funding for the purposes of determining the Principal Balance and accrued interest to be capitalized, as applicable, for purposes of completing each related Loan Transmittal Summary Form.

(II)             “Subsidized Consolidation Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.

(JJ)             “Subsidized Stafford Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A of the Higher Education Act.

(KK)           “Substituted Loans” means the Eligible Loans evidenced by a Note or Notes substituted by VL Funding pursuant to the terms of Section 6(B) hereof from time to time as evidenced by an Additional Purchase Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.  For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.

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(LL)             “Trust” means Navient Student Loan Trust 2015-1.

(MM)           “Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date, plus any Additional Loan, plus any Substituted Loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6(B) of the Sale Agreement or pursuant to Section 6(B) of an Additional Sale Agreement, or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any Purchased Loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto or any Liquidated Student Loan following receipt by or on behalf of the Trust of Liquidation Proceeds with respect thereto or following such Liquidated Student Loan having otherwise been written off by the Servicer.

(NN)           “Unsubsidized Consolidation Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

(OO)           “Unsubsidized Stafford Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

SECTION 3.    SALE/PURCHASE

SECTION 3.1  SALE/PURCHASE OF INITIAL LOANS

(A)           Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding of the Initial Bill of Sale and (ii) the payment by Funding to VL Funding of the Initial Payment.  Upon consummation, such sale and purchase shall be effective as of the date of the Initial Bill of Sale.  VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

(B)      Settlement of the Initial Payment

On the date of the Initial Bill of Sale, Funding shall pay to VL Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding.

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(C)      Interest Subsidy and Special Allowance Payments and Rebate Fees

VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

(D)            Grant of Contract Right

In connection with the sale of the Initial Loans, VL Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement with respect to the Initial Loans, including all rights of VL Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the Initial Loans.

SECTION 3.2   SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS

(A) Requirements Relating to Additional Loans

From time to time during the Supplemental Purchase Period, VL Funding may, but shall not be obligated to, sell or cause the sale of Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from VL Funding and the VL Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement.  In addition, at any time, VL Funding may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder.  The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

(B) Consummation of Sale and Purchase

During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from VL Funding and the VL Funding Eligible Lender Trustee of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to VL Funding of the related Purchase Price.  Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Bill of Sale.  VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

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(C) Settlement of the Purchase Price

On the date of the related Additional Bill of Sale for an Additional Loan, Funding shall pay VL Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by VL Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from Funding to VL Funding of ownership of the Loans being substituted).

(D) Interest Subsidy and Special Allowance Payments and Rebate Fees

VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bill of Sale accruing up to but not including the related Subsequent Cutoff Date.  The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

(E) Grant of Contract Right

In connection with each sale of Additional Loans, VL Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement with respect to such Additional Loans, including all rights of VL Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the applicable Additional Loans.

SECTION 3.3   GENERAL

(A)           [Reserved].

(B)           Intent of the Parties

With respect to each sale or substitution of Loans pursuant to these Master Terms and the related Purchase Agreements, it is the intention of VL Funding, the VL Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, and VL Funding hereby warrants that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and assignment constitute a valid sale of such Loans from VL Funding to Funding and the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding or a valid substitution, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of VL Funding’s estate in the event of the bankruptcy of VL Funding or the appointment of a receiver with respect to VL Funding.

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SECTION 4.    CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION

Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and VL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

(A)           Activities Prior to the Related Purchase Date

VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.

(B)      Continued Servicing

Following the execution of each Purchase Agreement, VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Bill of Sale.

(C)      Bill of Sale/Loan Transmittal Summary Form

VL Funding shall deliver to Funding:

(i)           a Bill of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, covering the applicable Loans offered by VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, including the insurance interest of the VL Funding Eligible Lender Trustee for the benefit of VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Bill of Sale; and

(ii)           the Loan Transmittal Summary Form, attached to the related Bill of Sale, identifying each of the Eligible Loans which is the subject of the related Bill of Sale and setting forth the unpaid Principal Balance of each such related Loan.

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(D)           Endorsement

VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding shall provide a blanket endorsement transferring the entire interest of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans.

At the direction of and in such form as Funding may designate, VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.

(E)      Officer’s Certificate

VL Funding shall furnish to Funding, with each Bill of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Bill of Sale.

(F)      Loan Transfer Statement

Upon Funding’s request, VL Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the VL Funding Eligible Lender Trustee for the benefit of VL Funding and dated the date of the related Bill of Sale.  VL Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the VL Funding Eligible Lender Trustee on behalf of VL Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Bill of Sale.

(G)           Power of Attorney

VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from VL Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.  In furtherance of the foregoing, each of VL Funding, the VL Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee hereby grant to Navient Solutions, Inc. a power of attorney to endorse any and all transfer documents (including, without limitation, Bills of Sale) to endorse transfers of record and beneficial ownership, as applicable, in and to all Loans.

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(H)           Contemporaneous Sale

Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF VL FUNDING AND THE INTERIM ELIGIBLE LENDER TRUSTEE

(A)           General

VL Funding represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the date of the related Purchase Agreement and Bill of Sale:

(i)           The VL Funding Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)           The VL Funding Eligible Lender Trustee and VL Funding are duly organized and existing under the laws of their respective governing jurisdictions;

(iii)           The VL Funding Eligible Lender Trustee and VL Funding have all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Bill of Sale and any Additional Bill of Sale;

(iv)           The VL Funding Eligible Lender Trustee and VL Funding will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding;

(v)           It is the intention of VL Funding, and VL Funding hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from VL Funding and the VL Funding Eligible Lender Trustee, for the benefit of VL Funding to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of VL Funding’s estate in the event of the bankruptcy of VL Funding or the appointment of a receiver with respect to VL Funding; and

(vi)           VL Funding does not have the right to cause the Master Depositor or the Servicer, as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason.

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(B)      Particular—VL Funding

VL Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable:

(i)           The VL Funding Eligible Lender Trustee for the benefit of VL Funding has good and marketable title to, and is the sole owner of, the Purchased 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 Loans;

(ii)           These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, 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 VL Funding;

(iii)           The Purchased 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;

(iv)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(v)           VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VL Funding and/or the VL Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VL Funding and the VL Funding Eligible Lender Trustee operate, 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 VL Funding or the VL Funding Eligible Lender Trustee is a party or by which VL Funding or the VL Funding Eligible Lender Trustee 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;

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(vi)           The Purchased 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);

(vii)           No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(viii)           Any payments on the Purchased Loans received by the VL Funding Eligible Lender Trustee for the benefit of VL Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct;

(ix)           Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(x)           With respect to the first sale of Loans from the VL Funding Eligible Lender Trustee on behalf of VL Funding to the Interim Eligible Lender Trustee for the benefit of Funding, VL Funding 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 Loans granted to Funding and the Interim Eligible Lender Trustee hereunder;

(xi)           Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, VL Funding and the VL Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans.  VL Funding and the VL Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VL Funding or the VL Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated.  VL Funding and the VL Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VL Funding or the VL Funding Eligible Lender Trustee; and

(xii)           No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable.

(C)      Particular – Servicer

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The Servicer, in consideration for continuing to receive the applicable servicing fee, represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms, that during the period commencing on the day immediately following the Original Purchase Date to and including the related Purchase Date, unless otherwise noted:

(i)           The VL Funding Eligible Lender Trustee has good and marketable title to, and is the sole owner of, the Purchased 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 Loans;

(ii)           The Purchased Loans constitute “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;

(iii)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date, are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct;

(iv)           The Purchased 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);

(v)           No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(vi)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(vii)           Any payments on the Purchased Loans received by the VL Funding Eligible Lender Trustee for the benefit of VL Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable

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Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct;

(viii)           Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any 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;

(ix)           All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(x)           Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(xi)           No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither VL Funding nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xii)           Except for Purchased Loans executed electronically, there is only one original executed copy of the Note evidencing each Purchased Loan.  For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such 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 Note or as may be required by applicable e-sign laws.  The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans.  The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee.  All financing statements filed or to be filed against VL Funding or the VL Funding Eligible Lender Trustee for the benefit of VL Funding in favor of the Interim Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Interim Eligible Lender Trustee;”

(xiii)           No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding; and

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(xiv)           Other than with respect to Substituted Loans, all Additional Loans will be purchased using funds on deposit in the Supplemental Purchase Account.

(D)           The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Bill of Sale:

(i)           The Interim Eligible Lender Trustee 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 New York.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bill of Sale;

(ii)           The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf;

(iii)           Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York 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; and

(iv)           The Interim Eligible Lender Trustee is 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 Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

SECTION 6.    REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

(A)           Each party to these Master Terms shall give notice to the other parties promptly, in writing, upon the discovery of any breach of VL Funding’s representations and warranties made pursuant to Sections 5(A) and (B) hereof or the Servicer’s representations and warranties made pursuant to Section 5(C) hereof which has a materially adverse effect on the interest of Funding in any Trust Student Loan.  In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, VL Funding shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach which is curable by reinstatement of the Guarantor’s guarantee of such Trust

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Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, VL Funding shall purchase such Trust Student Loan from Funding (or, at the direction of Funding, from the Trust) not later than the sixtieth day following the end of such 360-day period.  VL Funding shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not included in the calculation of the Purchase Amount).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), VL Funding shall remit the Purchase Amount along with those amounts set forth in the immediately preceding sentence in the manner specified in Section 2.6 of the Administration Agreement.  For the avoidance of doubt, any lien created pursuant to the Indenture with respect to any such purchased Trust Student Loan shall be released upon receipt of the related Purchase Amount along with the payment of such other amounts referred to in the immediately preceding sentence.

In addition, if any breach of Sections 5(A) and (B) hereof by VL Funding or Section 5(C) hereof by the Servicer does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of Funding to repay such interest to a Guarantor), or the loss (including any obligation of Funding to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then VL Funding shall reimburse Funding by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 60 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where VL Funding reasonably believes such losses are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, VL Funding shall not be required to reimburse Funding for interest that is then capitalized, however, such amounts shall be reimbursed if the Borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor because of a breach by VL Funding or the Servicer or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act, in each

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case as a result of a breach by VL Funding or the Servicer, exceeds 1% of the Pool Balance, VL Funding (or the Servicer as provided in the Servicing Agreement) shall purchase, within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by VL Funding and the Servicer pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)) with Trust Student Loans with the earliest such date to be repurchased first.

(B)           In lieu of repurchasing Trust Student Loans pursuant to Section 6(A), VL Funding may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

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.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6(B), VL Funding shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Purchase Agreement and related Bill of Sale regarding such Substituted Loans will be executed and delivered by the applicable parties.

In the event that VL Funding elects to substitute Eligible Loans pursuant to this Section 6(B), VL Funding will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted. VL Funding shall also remit to Funding (or, at the direction of Funding, to the Trust) an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans that are being removed, in the manner provided in Section 2.6 of the Administration Agreement.

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(C)           The sole remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect to a breach by VL Funding pursuant to Sections 5(A) and (B) or the Servicer pursuant to Section 5(C) hereof shall be to require VL Funding to purchase such Trust Student Loans, to reimburse Funding as provided in Section 6(A) above or to substitute Eligible Loans pursuant to Section 6(B) above.  The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 6.

SECTION 7.    OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A)           Any payment received by VL Funding with respect to amounts accrued after the date of the related Bill of Sale for any Purchased Loan sold to Funding, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by VL Funding in trust for the account of Funding and VL Funding hereby disclaims any title to or interest in any such amounts.  Within two (2) Business Days following the date of receipt, VL Funding shall remit to Funding an amount equal to any such payments along with a listing on a form provided by Funding identifying the Purchased Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

(B)           Any written communication received at any time by VL Funding with respect to any Loan subject to these Master Terms or the related Purchase Agreement shall be transmitted by VL Funding to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

SECTION 8.    CONTINUING OBLIGATION OF THE SELLER

VL Funding shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period VL Funding or the VL Funding Eligible Lender Trustee owned the related Purchased Loan, or (b) a payment made or alleged to have been made to VL Funding. Further, VL Funding and the VL Funding Eligible Lender Trustee shall agree that either VL Funding or the VL Funding Eligible Lender Trustee shall reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

SECTION 9.    LIABILITY OF THE SELLER; INDEMNITIES

The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer on behalf of VL Funding under these Master Terms and each related Purchase Agreement.

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(i)           The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)           The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, VL Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.

(iii)           The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of VL Funding and the Servicer, which approval shall not be unreasonably withheld.

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Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

SECTION 10.    MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER

Any Person (a) into which VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which VL Funding shall be a party or (c) which may succeed to the properties and assets of VL Funding substantially as a whole, shall be the successor to VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that VL Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than VL Funding, executes an agreement of assumption to perform every obligation of VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5(A) shall have been breached; (iii) the surviving Person, if other than VL Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if VL Funding is not the surviving entity, VL Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

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SECTION 11.    LIMITATION ON LIABILITY OF VL FUNDING AND OTHERS

VL Funding and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way VL Funding’s obligations under Section 6).  VL Funding’s shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability.  Except as provided herein, the repurchase (or substitution) and reimbursement obligations of VL Funding will constitute the sole remedy available to Funding for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Bill of Sale is lesser than or greater than the aggregate Principal Balance stated on the related Bill of Sale, (i) if lesser, VL Funding shall remit such amount to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and (ii) if greater, Funding shall remit such amount to VL Funding.  Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

SECTION 12.    LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER

Notwithstanding anything contained herein to the contrary, these Master Terms and the Initial Purchase Agreement have been, and any Additional Purchase Agreement will be, signed by Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as the VL Funding Eligible Lender Trustee for VL Funding and the Interim Eligible Lender Trustee for Funding and in no event shall Wells Fargo Bank, N.A., in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the VL Funding Eligible Lender Trustee,  the Interim Eligible Lender Trustee, VL Funding or Funding, under these Master Terms or any Purchase Agreements or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of VL Funding or Funding.

SECTION 13.    EXPENSES

Except as otherwise provided herein, each party to these Master Terms or any Purchase Agreement (other than the VL Funding Eligible Lender Trustee and the Interim Eligible Lender Trustee) shall pay its own expense incurred in connection with the preparation, execution and delivery of these Master Terms and any Purchase Agreement and the transactions contemplated herein or therein.

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SECTION 14.    SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made herein and in or pursuant to the Purchase Agreement and each Additional Purchase Agreement executed pursuant to these Master Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Purchase Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of VL Funding shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by the Servicer shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan.  Each Purchase Agreement supersedes all previous agreements and understandings between Funding and VL Funding with respect to the subject matter thereof.  These Master Terms and any Purchase Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by Funding of any covenant, agreement, representation or warranty required to be made or furnished by VL Funding or the Servicer or the waiver by Funding of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of Funding to insist upon the performance by VL Funding in strict accordance with said terms.

SECTION 15.    COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to VL Funding or Funding, as the case may be, addressed as set forth in the Purchase Agreement or at such other address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to VL Funding or Funding by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

SECTION 16.    FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master Terms and any Purchase Agreement, and all proceedings to be taken in connection with these Master Terms and any Purchase Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and Funding shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith.  Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

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SECTION 17.    AMENDMENT

These Master Terms, any Purchase Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties thereto without the consent of the related Noteholders (i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus.

These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by VL Funding, the VL Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to these Master Terms, the Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by these Master Terms and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee’s own rights, duties or immunities under these Master Terms or otherwise.

SECTION 18.    NONPETITION COVENANTS

Notwithstanding any prior termination of these Master Terms, VL Funding, the Servicer, the VL Funding Eligible Lender Trustee and the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause Funding to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against Funding

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under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator or other similar official of Funding or any substantial part of its property, or ordering the winding up or liquidation of the affairs of Funding; provided, however, nothing herein shall be deemed to prohibit the VL Funding Eligible Lender Trustee or the Interim Eligible Lender Trustee from filing a claim in, or otherwise participating in, any such action or proceeding.

SECTION 19.    GOVERNING LAW

These Master Terms and any Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

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           IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

VL FUNDING LLC	NAVIENT FUNDING, LLC
(Seller)	(Purchaser)
By:  /s/ Mark D. Rein	By: /s/ Mark D. Rein
Name: Mark D. Rein	Name:   Mark D. Rein
Title:   Vice President	Title:     Vice President
WELLS FARGO BANK, N.A.,	WELLS FARGO BANK, N.A.,
not in its individual capacity but	not in its individual capacity but
solely as VL Funding Eligible Lender	solely as Interim Eligible Lender Trustee
Trustee
By: /s/ Adam Holzemer	By: /s/ Adam Holzemer
Name: Adam Holzemer	Name:  Adam Holzemer
Title:   Vice President	Title:    Vice President
NAVIENT SOLUTIONS, INC.
(Servicer)
By: /s/ Jeffrey Stine
Name: Jeffrey Stine
Title:   Vice President

28

Attachment A

INITIAL PURCHASE AGREEMENT

Dated as of February 26, 2015

PURCHASE AGREEMENT NUMBER 1

           Pursuant to the Master Terms (as defined below), each of Wells Fargo Bank, N.A., not in its individual capacity but solely as Eligible Lender Trustee (the “VL Funding Eligible Lender Trustee”) for the benefit of VL Funding LLC (“VL Funding”) under the VL Funding Interim Trust Agreement, dated as of February 26, 2015, between VL Funding and the VL Funding Eligible Lender Trustee, and VL Funding hereby offer for sale to each of Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”) under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of VL Funding in the Loans described in the related Bill of Sale and related Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, Funding and the Interim Eligible Lender Trustee for the benefit of Funding accept VL Funding’s offer.  In order to qualify as Eligible Loans, no payment of principal of or interest on any such Loan shall be more than two hundred and ten (210) days past due as of the Statistical Cutoff Date.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee.  The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date.

This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement.  VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bill of Sale and the related Loan Transmittal Summary Form, as of the Closing Date.

 Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date.

1

The parties hereto intend that the transfer of Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

2

           IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement Number 1 to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

VL FUNDING LLC

(Seller)

By: /s/ Mark D. Rein                                                                           

       Name:  Mark D. Rein

       Title:    Vice President

NAVIENT FUNDING, LLC

(Purchaser)

By: /s/ Mark D. Rein                                                                           

       Name:  Mark D. Rein

       Title:    Vice President

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as VL Funding Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

3

INITIAL PURCHASE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED FEBRUARY 26, 2015

Wells Fargo Bank, N.A., as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC (“VL Funding”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Initial Bill of Sale dated the date hereof executed by VL Funding in favor of Wells Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Initial Purchase Agreement among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee which covers the promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the VL Funding Eligible Lender Trustee for the benefit of VL Funding agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                          Wells Fargo Bank, N.A., not in its individual capacity but solely as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC   Lender Code:  829 077   By: /s/ Adam Holzemer                                                               (Signature of  Authorized Signatory          for Seller)         Name:  Adam Holzemer         Title:    Vice President         PURCHASER                                                                          Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC       By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for Purchaser)         Name:  Adam Holzemer         Title:    Vice President     Date of Purchase: February 26, 2015  

2

Attachment B

INITIAL BILL OF SALE DATED FEBRUARY 26, 2015

The undersigned (“VL Funding”) and Wells Fargo Bank, N.A., as VL Funding Eligible Lender Trustee for the benefit of VL Funding under the VL Funding Interim Eligible Lender Trust Agreement, dated as of February 26, 2015 (the “VL Funding Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 (the “Purchase Agreement”) among Navient Funding, LLC (“Funding”), the VL Funding Eligible Lender Trustee and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, without recourse except as provided in the Initial Purchase Agreement, all right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee, including the insurance interest of VL Funding and the VL Funding Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

VL Funding hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Initial Purchase Agreement with respect to the Loans being sold hereby.  Each of VL Funding and the VL Funding Eligible Lender Trustee authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the related Initial Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon VL Funding’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

2

Guarantors:

American Student Assistance

College Assist

Educational Credit Management Corporation

Finance Authority Of Maine

Florida Office Of Student Financial Assistance

Great Lakes Higher Education Guaranty Corporation

Illinois Student Assistance Commission

Kentucky Higher Education Assistance Authority

Louisiana Office Of Student Financial Assistance

Michigan Guaranty Agency

Missouri Department of Higher Education

Montana Guaranteed Student Loan Program

Nebraska National Student Loan Program

New Hampshire Higher Education Assistance Foundation

New Jersey Higher Education Student Assistance Authority

New Mexico Student Loan Guarantee Corporation

Northwest Education Loan Association

Oklahoma Guaranteed Student Loan Program

Pennsylvania Higher Education Assistance Agency

Rhode Island Higher Education Assistance Authority

Student Loan Guarantee Foundation of Arkansas

Tennessee Student Assistance Corporation

Texas Guaranteed Student Loan Corporation

United Student Aid Funds, Inc.

3

IN WITNESS WHEREOF, the parties hereto have caused this Initial Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                          Wells Fargo Bank, N.A., not in its individual capacity but solely as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC   Lender Code: 829 077   By: /s/ Adam Holzemer                                                               (Signature of  Authorized Signatory          for Seller)         Name:  Adam Holzemer         Title:    Vice President     VL Funding LLC   By: /s/ Mark D. Rein       (Signature of Authorized Signatory        for Seller)       Name:  Mark D. Rein       Title:    Vice President       PURCHASER                                                                          Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC       By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for Purchaser)         Name:  Adam Holzemer         Title:    Vice President     Date of Purchase:  February 26, 2015

4

PURCHASER                                                                       

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

By: /s/ Mark D. Rein

        (Signature of Authorized Officer)

      Name:  Mark D. Rein

      Title:    Vice President

Date of Purchase:  February 26, 2015

5

Attachment C

ADDITIONAL PURCHASE AGREEMENT NUMBER [   ]

Dated as of [   ], 2015

ADDITIONAL PURCHASE AGREEMENT NUMBER [  ]

Each of Wells Fargo Bank, N.A., as VL Funding Eligible Lender Trustee (the “VL Funding Eligible Lender Trustee”) for the benefit of VL Funding LLC (“VL Funding”), under the VL Funding Interim Trust Agreement, dated as of February 26, 2015, between VL Funding and the VL Funding Eligible Lender Trustee, and VL Funding hereby offer for sale to Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Navient Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of VL Funding in the Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts VL Funding’s offer.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated February 26, 2015 (the “Master Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee.  The applicable Additional Loans Purchase Price shall be $[ ]. 

This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms.  All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement.  VL Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date.

Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the related Additional Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date.

1

The parties hereto intend that the transfer of Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding to Funding and the Interim Eligible Lender Trustee for the benefit of Funding.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

IN WITNESS WHEREOF, the parties hereto have caused this Additional Purchase Agreement Number [  ] to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

VL FUNDING LLC

(Seller)

By:  _________________________

Name:  _______________________

Title:  ________________________

NAVIENT FUNDING, LLC

(Purchaser)

By:  __________________________

Name:  ________________________

Title:  _________________________

2

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as VL Funding Eligible Lender Trustee

By: _______________________________

Name:

Title:

WELLS FARGO BANK, N.A.,

not in its individual capacity but solely as Interim Eligible Lender Trustee

By: _______________________________

Name:

Title:

3

ADDITIONAL PURCHASE AGREEMENT NUMBER [         ]

[   ] BLANKET ENDORSEMENT DATED [   ], 2015

Wells Fargo Bank, N.A., as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC (“VL Funding”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Bill of Sale executed by VL Funding in favor of Wells Fargo Bank, N.A., as the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (“Funding”), and Funding.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Additional Purchase Agreement among VL Funding, the VL Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee which covers the promissory note (the “Additional Purchase Agreement”).

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the VL Funding Eligible Lender Trustee for the benefit of VL Funding agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL PURCHASE AGREEMENT.  BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL BILL OF SALE.

1

IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                          Wells Fargo Bank, N.A., not in its individual capacity but solely as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC   Lender Code: 829 077     By: ____________________________         (Signature of  Authorized Signatory          for Seller) Name: Title:             PURCHASER                                                                          Wells Fargo Bank, N.A., 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:  _________________  

2

Attachment D

ADDITIONAL BILL OF SALE

DATED [  ], 2015

The undersigned (“VL Funding”) and Wells Fargo Bank, N.A., as VL Funding Eligible Lender Trustee for the benefit of VL Funding under the VL Funding Interim Eligible Lender Trust Agreement, dated as of February 26, 2015 (the “VL Funding Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Additional Purchase Agreement Number [       ] (the “Purchase Agreement”) among Navient Funding, LLC (“Funding”), and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 26, 2015 between Funding and the Interim Eligible Lender Trustee, do hereby sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, without recourse except as provided in the Additional Purchase Agreement, all right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee, including the insurance interest of VL Funding and the VL Funding Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase.  The portfolio of Additional Loans accepted for purchase by Funding and the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

VL Funding hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Purchase Agreement related hereto with respect to the Additional Loans being sold hereby.  Each of VL Funding and the VL Funding Eligible Lender Trustee, authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the portfolio of Additional Loans accepted for purchase, on the Purchase Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon VL Funding’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation.

** Includes interest to be capitalized.

2

Guarantor(s):

[TO BE PROVIDED]

3

IN WITNESS WHEREOF, the parties hereto have caused this Additional Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER                                                                          Wells Fargo Bank, N.A., not in its individual capacity but solely as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC   Lender Code: 829 077   By:  ____________________________ (Signature of Authorized Officer) Name: Title:     VL Funding LLC   By: _____________________________       (Signature of Authorized Signatory        for Seller)   Name: Title:     PURCHASER                                                                          Wells Fargo Bank, N.A., 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:  _________________  

4

PURCHASER                                                                       

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

By: _____________________________

(Signature of Authorized Officer)

Name:  _________________________

Title:  __________________________

Date of Purchase:__________________

5

Annex I

LOAN TRANSMITTAL SUMMARY FORM

Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

I-1

EX-99.5

Exhibit 99.5

SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000

These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of February 26, 2015among (i) Navient Funding, LLC (in such capacity, the “Seller”), (ii) Navient Student Loan Trust 2015-1 (the “Purchaser” or the “Trust”), (iii) Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of the Seller under the Funding Interim Trust Agreement dated as of February 26, 2015between the Seller and the Interim Eligible Lender Trustee, and (iv) Wells Fargo Bank, N.A., not in its individual capacity but solely as Eligible Lender Trustee on behalf of the Purchaser under the Eligible Lender Trust Agreement dated as of February 26, 2015between the Trust and the Eligible Lender Trustee (in such capacity, the “Eligible Lender Trustee”), shall be effective upon execution by the parties hereto.  References to the Seller herein mean the Interim Eligible Lender Trustee, and references to the Purchaser mean the Eligible Lender Trustee, for all purposes involving the holding or transferring of legal title to the Trust Student Loans.

WHEREAS, the Seller is the owner of certain student loans guaranteed under the Higher Education Act;

WHEREAS, legal title to such loans is vested in the Interim Eligible Lender Trustee, as trustee for the benefit of the Seller as the sole beneficiary;

WHEREAS, the Seller may desire to sell its interest in such loans from time to time and the Purchaser may desire to purchase such loans from the Seller;

WHEREAS, the Purchaser (and with respect to legal title, the Eligible Lender Trustee) desires to purchase from the Seller (and with respect to legal title, the Interim Eligible Lender Trustee) the portfolio of Initial Loans;

WHEREAS, from time to time following the Closing Date until the end of the Supplemental Purchase Period, the Seller (and with respect to legal title, the Interim Eligible Lender Trustee) may desire to sell Additional Loans and the Purchaser (and with respect to legal title, the Eligible Lender Trustee) may purchase such Additional Loans in accordance with these Master Sale Terms and the related Additional Sale Agreement;

WHEREAS, from time to time, Seller may substitute loans in accordance with these Master Sale Terms; and

WHEREAS, the Eligible Lender Trustee is willing to hold legal title to, and serve as eligible lender trustee with respect to, such loans for the benefit of the Purchaser.

NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto agree as follows:

SECTION 1.      TERMS

These Master Sale Terms establish the terms under which the Seller (and with respect to legal title, the Interim Eligible Lender Trustee for the benefit of theSeller) may sell and the Purchaser (and with respect to legal title, the Eligible Lender Trustee on behalf of the Purchaser) may purchase the Loans (and all obligations of the Borrowers thereunder)

specified in the Initial Sale Agreement with respect to the Initial Loans or each Additional Sale Agreement with respect to any Additional Loans or Substituted Loans as the parties may execute from time to time pursuant to these Master Sale Terms.  The Initial Sale Agreement and each Additional Sale Agreement, as applicable, shall be substantially in the form of Attachment A and Attachment C hereto, respectively, in each case incorporating by reference the terms of these Master Sale Terms, and shall be a separate agreement among the Seller, the Purchaser, the Eligible Lender Trustee for the benefit of the Purchaser, and the Interim Eligible Lender Trustee for the benefit of theSeller with respect to the Loans covered by the terms of the Initial Sale Agreement or the related Additional Sale Agreement, as applicable.  If the terms of the Initial Sale Agreement or any Additional Sale Agreement conflict with the terms of these Master Sale Terms, the terms of the Initial Sale Agreement or the related Additional Sale Agreement, as applicable, shall supersede and govern.

SECTION 2.      DEFINITIONS

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein, including in the related Sale Agreement and Bill of Sale, shall have the meanings set forth in Appendix A to the Indenture, dated as of February 26, 2015(the “Indenture”), among the Eligible Lender Trustee on behalf of the Trust, the Trust and Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”), as such appendix may be amended or supplemented from time to time with the consent of the parties hereto.

For purposes hereof:

(A)           “Account” means all of the Eligible Loans hereunder of one (1) Borrower that are of the same Loan type made under the identical subsection of the Higher Education Act and in the same status.

(B)           “Additional Bill of Sale” means each document, in the form of Attachment D hereto, executed by an authorized officer of the Interim Eligible Lender Trustee for the benefit of the Seller and the Eligible Lender Trustee for the benefit of the Purchaser which shall:  (i) set forth the list and certain terms of (a) Additional Loans offered by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller and accepted for purchase by the Eligible Lender Trustee for the benefit of the Purchaser, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by the Seller, (ii) sell, assign and convey to the Purchaser and the Eligible Lender Trustee, for the benefit of the Purchaser, and their  assignees, all rights, title and interest of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Bill of Sale and (iii) certify that the representations and warranties made by the Seller pursuant to Sections 5(A) and (B) of these Master Sale Terms are true and correct.

-2-

(C)           “Additional Loans” means the Eligible Loans evidenced by a Note or Notes sold from time to time during the Supplemental Purchase Period pursuant to an Additional Sale Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(D)           “Additional Loans Purchase Price” means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Sale Agreement (which, with respect to any Additional Trust Student Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the Principal Balance of such Additional Trust Student Loan, plus accrued interest to be capitalized).

(E)           “Additional Sale Agreement” means each Additional Sale Agreement (including the related Additional Bill of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Sale Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by the Seller and the Interim Eligible Lender Trustee (for the benefit of the Seller), the Purchaser and the Eligible Lender Trustee (for the benefit of the Purchaser) which certifies that the representations and warranties made by the Seller as set forth in Sections 5(A) and (B) of these Master Sale Terms are true and correct as of the related Purchase Date.

(F)           “Bill of Sale” means the Initial Bill of Sale or an Additional Bill of Sale, as applicable.

(G)           “Blue Ridge Funding” means Blue Ridge Funding LLC.

(H)           “Blue Ridge Funding Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated February 26, 2015, among Blue Ridge Funding, as seller, Wells Fargo Bank, N.A., as interim eligible lender trustee for the benefit of Blue Ridge Funding, Navient Funding, LLC, and the Interim Eligible Lender Trustee for the benefit of the Navient Funding, LLC.

(I)            “Borrower” means the obligor on a Loan.

(J)            “Consolidation Loan” means a Subsidized Consolidation Loan or Unsubsidized Consolidation Loan.

(K)           “Cutoff Date” means the Initial Cutoff Date, Statistical Cutoff Date or any Subsequent Cutoff Date, as applicable.

(L)           “Eligible Loan” means a Loan offered for sale or substituted by the Seller under a Sale Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Sale Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Bill of Sale, in the case of any Additional Loan or Substituted Loan:

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(i)           is a Stafford Loan, a PLUS Loan or a Consolidation Loan (including Consolidation Loans that have been rehabilitated in accordance with the provisions of the Higher Education Act);

(ii)           is owned by the Seller and is fully disbursed;

(iii)           is guaranteed as to principal and interest by the applicable Guarantor to the maximum extent permitted by the Higher Education Act for such Loan;

(iv)           bears interest at a stated rate of not less than the maximum rate permitted under the Higher Education Act for such Loan;

(v)           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 Loan;

(vi)           if not yet in repayment status, is eligible for the payment of interest benefits by the Secretary or, if not so eligible, is a 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;

(vii)           is current or no payment of principal or interest shall be more than 210 days past due as of the Statistical Cutoff Date, in the case of the Initial Loans, or in relation to any Additional Loan or Substituted Loan, the related Subsequent Cutoff Date;

(viii)           the last disbursement was before the Statistical Cutoff Date, in the case of the Initial Loans, or before the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan;

(ix)           is supported by the following documentation (which for a rehabilitated Loan, and to the extent applicable, need only be provided since the related date of such Loan’s rehabilitation in accordance with the provisions of the Higher Education Act):

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,

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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.

(M)           “Excess Distribution Certificate” means the certificate, substantially in the form of Exhibit A to the Trust Agreement, evidencing the right to receive payments thereon as set forth in Sections 2.8(k) and 2.9(f) of the Administration Agreement.

(N)           “Initial Bill of Sale” means the document, in the form of Attachment B hereto, executed by an authorized officer of the Interim Eligible Lender Trustee for the benefit of the Seller and the Eligible Lender Trustee for the benefit of the Purchaser which shall (i) set forth the applicable Initial Loans offered by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller and accepted for purchase by the Eligible Lender Trustee for the benefit of the Purchaser, (ii) sell, assign and convey to the Purchaser and the Eligible Lender Trustee, for the benefit of the Purchaser, and their  assignees, all rights, title and interest of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in the Initial Loans listed on that Bill of Sale and (iii) certify that the representations and warranties made by the Seller as set forth in Sections 5 (A) and (B) of these Master Sale Terms are true and correct.

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(O)          “Initial Cutoff Date” means February 26, 2015.

(P)           “Initial Loans” means the Eligible Loans evidenced by the Notes sold on the Closing Date pursuant to the Initial Sale Agreement and related documentation, together with any guaranties and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.

(Q)           “Initial Purchase Price” means the dollar amount or other consideration specified as the "Initial Purchase Price" in the applicable Sale Agreement.

(R)           “Initial Sale Agreement” means the Sale Agreement (including the related Blanket Endorsement, Initial Bill of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Sale Terms form a part by reference), to be executed by the Seller, the Interim Eligible Lender Trustee for the benefit of the Seller, the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser, which shall certify that the representations and warranties made by the Seller as set forth in Sections 5 (A) and (B) of these Master Sale Terms are true and correct as of the Closing Date.

(S)           “Loan” means an Initial Loan, Additional Loan or Substituted Loan, as applicable, offered for sale and purchased, or substituted, pursuant to the related Sale Agreement.

(T)           “Loan Transmittal Summary Forms” means the forms related to each Bill of Sale provided to the Seller by the Purchaser and completed by the Seller which list, by Borrower, (i) the Loans subject to the related Bill of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the related Cutoff Date.

(U)           “Navient CFC” means Navient Credit Finance Corporation.

(V)           “Navient CFC Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated February 26, 2015, among Navient CFC, as seller, Navient Funding, LLC and the Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC.

(W)            “Note” means the promissory note or notes of the Borrower and any amendment thereto evidencing the Borrower’s obligation with regard to a student loan guaranteed under the Higher Education Act or the electronic records evidencing the same.

(X)           “PLUS Loan” means a Loan that was made pursuant to the PLUS Program established under Section 428B of the Higher Education Act (or predecessor provisions).

(Y)           “Principal Balance” means the outstanding principal amount of the Loan, plus interest expected to be capitalized (if any), less amounts which may not be insured (such as late charges).

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(Z)               “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with respect to any Additional Loans or Substituted Loans, the date of the related Additional Bill of Sale.

(AA)           “Purchase Price” means the Initial Purchase Price or the Additional Loans Purchase Price, as applicable.

(BB)            “Purchased Loans” means, with respect to each Sale Agreement, the Loans sold and purchased or substituted pursuant to such Sale Agreement.

(CC)            “Red Wolf Funding” means Red Wolf Funding, LLC.

(DD)           “Red Wolf Funding Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated February 26, 2015, among Red Wolf Funding, as seller, Wells Fargo Bank, N.A., as interim eligible lender trustee for the benefit of Red Wolf Funding, Navient Funding, LLC, and the Interim Eligible Lender Trustee for the benefit of the Navient Funding, LLC.

(EE)            “Sale Agreement” means the Initial Sale Agreement or an Additional Sale Agreement, as applicable.

(FF)            “Secretary” means the United States Secretary of Education or any successor.

(GG)            [Reserved]

(HH)           “Stafford Loan” means a Subsidized Stafford Loan or an Unsubsidized Stafford Loan.

(II)              “Statistical Cutoff Date” means January 12, 2015.

(JJ)              “Subsequent Cutoff Date” means the date specified in the related Additional Sale Agreement agreed to by the Seller and the Purchaser for the purposes of determining the Principal Balance and accrued interest to be capitalized, as applicable, for purposes of completing each related Loan Transmittal Summary Form.

(KK)           “Subsidized Consolidation Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.

(LL)            “Subsidized Stafford Loan” means a Loan for which the interest rate is governed by Section 427A(a) or 427A of the Higher Education Act.

(MM)         “Substituted Loans” means the Eligible Loans evidenced by a Note or Notes substituted by the Seller, pursuant to the terms of Section 6(B) hereof, from time to time as evidenced by an Additional Sale Agreement and related documentation, together with any guarantees and other rights relating thereto including, without limitation, Interest Subsidy Payments and Special Allowance Payments.  For all purposes hereunder, except with respect to Purchase Price or as otherwise set forth herein, Substituted Loans shall be treated as Additional Loans.

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(NN)           “Trust Student Loan” means any student loan that is listed on the Schedule of Trust Student Loans on the Closing Date, plus any Additional Loan, plus any Substituted Loan that is permissibly substituted for a Trust Student Loan by the Depositor pursuant to Section 6(B) of this Sale Agreement or pursuant to Section 6(B) of an Additional Sale Agreement, or by the Servicer pursuant to Section 3.5 of the Servicing Agreement, but shall not include any Purchased Student Loan following receipt by or on behalf of the Trust of the Purchase Amount with respect thereto or any Liquidated Student Loan following receipt by or on behalf of the Trust of Liquidation Proceeds with respect thereto or following such Liquidated Student Loan having otherwise been written off by the Servicer.

(OO)           “Unsubsidized Consolidation Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

(PP)           “Unsubsidized Stafford Loan” means a Loan made pursuant to Section 428H of the Higher Education Act.

(QQ)           “VL Funding” means VL Funding LLC.

(RR)           “VL Funding Master Purchase Terms” means the Purchase Agreement Master Securitization Terms Number 1000 dated February 26, 2015, among VL Funding, as seller, Wells Fargo Bank, N.A., as interim eligible lender trustee for the benefit of VL Funding, Navient Funding, LLC, and the Interim Eligible Lender Trustee for the benefit of the Navient Funding, LLC.

SECTION 3.      SALE/PURCHASE

 SECTION 3.1  SALE/PURCHASE OF INITIAL LOANS

(A)           Consummation of Sale and Purchase

The sale and purchase of Eligible Loans pursuant to the Initial Sale Agreement with respect to the Initial Loans shall be consummated upon:

(i) the Purchaser’s (and the Eligible Lender Trustee’s) receipt from the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller of the Initial Bill of Sale;

(ii) the payment by the Purchaser to the Seller of the Initial Purchase Price;

(iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and

(iv)  receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement.

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Upon consummation, such sale and purchase shall be effective as of the date of the Initial Bill of Sale.  The Seller (and the Interim Eligible Lender Trustee) and the Purchaser (and the Eligible Lender Trustee) shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Sale Agreement with respect to each Initial Loan.

(B)           Settlement of the Initial Purchase Price

On the date of the Initial Bill of Sale, the Purchaser shall pay the Seller the Initial Purchase Price.  The portion of the Initial Purchase Price consisting of Class A Notes and Class B Notes shall be issued to the Seller or its designee.  The portion of the Initial Purchase Price consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by the Seller or its designee.  The portion of the Initial Purchase Price consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to the Seller or its designee.

(C)           Interest Subsidy and Special Allowance Payments and Rebate Fees

The Seller (and the Interim Eligible Lender Trustee for the benefit of the Seller)shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan up to but not including the Initial Cutoff Date, and shall be responsible for the payment of rebate fees, if any, applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date.  The Purchaser (and the Eligible Lender Trustee, for the benefit of the Purchaser) shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

         SECTION 3.2   SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION  OF SUBSTITUTED LOANS

(A) Requirements Relating to Additional Loans

From time to time during the Supplemental Purchase Period, the Seller may, but shall not be obligated to sell Eligible Loans to the Purchaser, and the Purchaser may (but only to the extent that funds are available at such time in the Supplemental Purchase Account) purchase such Additional Loans from the Seller at the related Additional Loans Purchase Price set forth in the related Additional Sale Agreement.  In addition, at any time the Seller may transfer Substituted Loans to the Purchaser in satisfaction of any Loan repurchase obligations hereunder.  The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Agreement shall be consummated as set forth in this Section 3.2.

(B)           Consummation of Sale and Purchase

During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Agreement shall be consummated upon (i) the Purchaser's receipt from the Seller of a fully executed copy of the related

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Additional Sale Agreement; and (ii) the payment by the Purchaser to the Seller of the related Purchase Price.  Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Bill of Sale.  The Seller and the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Agreement with respect to each Additional Loan.

(C)           Settlement of the Purchase Price

On the date of the related Additional Bill of Sale for an Additional Loan, the Purchaser shall pay the Seller the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser to the Seller of ownership of the Loans being substituted).

(D)           Interest Subsidy and Special Allowance Payments and Rebate Fees

The Seller (and the Interim Eligible Lender Trustee for the benefit of the Seller) shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bill of Sale accruing up to but not including the related Subsequent Cutoff Date.  The Purchaser (and the Eligible Lender Trustee on behalf of the Purchaser) shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SECTION 3.3   GENERAL

(A)           [Reserved].

(B)           Intent of the Parties

With respect to each sale or substitution of Loans pursuant to these Master Sale Terms and the related Sale Agreements, it is the intention of the Seller, the Interim Eligible Lender Trustee, the Purchaser and the Eligible Lender Trustee, and the Seller hereby warrants that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and assignment constitute a valid sale of such Loans from the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller to the Purchaser and the Eligible Lender Trustee or a valid substitution, for the benefit of and on behalf of the Purchaser, and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller.

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SECTION 4.      CONDITIONS PRECEDENT TO SALE AND PURCHASE OR SUBSTITUTION

Any purchase or substitution of Loans pursuant to these Master Sale Terms is subject to the following conditions precedent being satisfied (and Navient CFC, Blue Ridge Funding, Red Wolf Funding and VL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):

(A)           Activities Prior to a Sale or Substitution

Following the execution of a Sale Agreement, the Seller shall provide any assistance requested by the Purchaser in determining that all required documentation on the related Loans is present and correct.

(B)           Continued Servicing

The Seller shall service, or cause to be serviced, all Loans as required under the Higher Education Act until the date of the related Bill of Sale.

(C)           Bill of Sale/Loan Transmittal Summary Form

The Seller shall deliver to the Purchaser:

(i)           a Bill of Sale that (a) has been duly authorized, executed and delivered by an authorized officer of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller, covering the applicable Loans offered by the Seller, (b) has been accepted by the Purchaser as set forth thereon, selling, assigning and conveying to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and their assignees all right, title and interest of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller, including the insurance interest of the Interim Eligible Lender Trustee for the benefit of the Seller, in each of the related Loans, and (c) states that the representations and warranties made by the Seller in Sections 5(A) and (B) of these Master Sale Terms are true and correct on and as of the date of the Bill of Sale; and

(ii)           the Loan Transmittal Summary Form, attached to the Bill of Sale, identifying each of the Eligible Loans which is the subject of the Bill of Sale and setting forth the unpaid Principal Balance of each such Loan.

(D)           Endorsement

The Seller and the Interim Eligible Lender Trustee for the benefit of the Seller shall provide a blanket endorsement transferring the entire interest of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in the Loans to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser with the form of endorsement provided for in the Initial Sale Agreement with respect to the Initial Loans or any Additional Sale Agreement with respect to any Additional Loans or Substituted Loans.

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At the direction of and in such form as the Purchaser may designate, the Seller (and the Interim Eligible Lender Trustee) also agrees to individually endorse any Eligible Loan as the Purchaser may request from time to time.

(E)           Officer’s Certificate

The Seller shall furnish to the Purchaser, with each Bill of Sale provided in connection with each sale or substitution of Loans pursuant to these Master Sale Terms, an Officer’s Certificate, dated as of the date of such Bill of Sale.

(F)           Loan Transfer Statement

Upon the Purchaser’s request, the Seller shall deliver to the Purchaser one (1) or more Loan Transfer Statements (Department Form OE 1074 or its equivalent) provided by the Purchaser, executed by the Interim Eligible Lender Trustee for the benefit of the Seller and dated the date of the related Bill of Sale. The Seller agrees that the Purchaser and the Eligible Lender Trustee may use the related Bill of Sale, including the Loan Transmittal Summary Form attached to that Bill of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Interim Eligible Lender Trustee for the benefit of the Seller to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans listed on the related Bill of Sale.

(G)           Power of Attorney

The Seller and the Interim Eligible Lender Trustee hereby grant to the Eligible Lender Trustee, for the benefit of and on behalf of the Purchaser, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller any Eligible Loan to evidence the transfer of such Eligible Loan to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and to transfer or to cause to be transferred any Note from Navient CFC, Blue Ridge Funding, Red Wolf Funding, VL Funding or the Servicer to the Eligible Lender Trustee or the Indenture Trustee or any other custodian on behalf of either of them.  In furtherance of the foregoing, each of the Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Purchaser hereby grant to Navient Solutions, Inc. a power of attorney to endorse any and all transfer documents (including, without limitation, Bills of Sale) to endorse transfers of record and beneficial ownership, as applicable, in and to all Loans.

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(H)           Contemporaneous Sale

Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust.

(I)           Sufficient Funds

With respect to the Additional Loans, the amount on deposit in the Supplemental Purchase Account shall be greater than or equal to the related Additional Loans Purchase Price.

SECTION 5.      REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER TRUSTEE

(A)           General

The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date:

(i)           The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;

(ii)           The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictions;

(iii)           The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement and any Additional Sale Agreement, the Initial Bill of Sale and any Additional Bill of Sale;

(iv)           The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Purchaser; and

(v)           The Seller does not have the right to cause the Servicer, Navient CFC, Blue Ridge Funding, Red Wolf Funding or VL Funding, as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time and for any reason.

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(B)           Particular

The Seller represents and warrants to the Purchaser as to the Purchased Loans purchased by the Purchaser or substituted by the Seller under the Initial Sale Agreement with respect to the Initial Loans, or each Additional Sale Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Sale Terms that as of the date of the Initial Sale Agreement, as of the Statistical Cutoff Date, or as of the related Additional Sale Agreement, as applicable, or as of the date otherwise noted:

(i)           The Interim Eligible Lender Trustee for the benefit of the Seller has good and marketable title to, and is the sole owner of, the Purchased 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 Loans;

(ii)           These Master Sale Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser, 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 the Interim Eligible Lender Trustee and the Seller;

(iii)           The Purchased 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;

(iv)           As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Sale Agreement and the related Loan Transmittal Summary Form is true and correct;

(v)           The Interim Eligible Lender Trustee and the Seller are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase or substitution by the Seller and or the Interim Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Interim Eligible Lender Trustee operate, 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 the Interim Eligible Lender Trustee or the Seller is a party or by which the Interim Eligible Lender Trustee or the 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;

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(vi)           The Purchased 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);

(vii)           No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;

(viii)           Each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Bill of Sale;

(ix)           Any payments on the Purchased Loans received by the Interim Eligible Lender Trustee for the benefit of the Seller that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the Purchased Loans as of the related Cutoff Date as stated on the related Loan Transmittal Summary Form is true and correct;

(x)           Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any 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;

(xi)           All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;

(xii)           Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;

(xiii)           No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, and the Subsequent Cutoff Date, as to the Additional Loans or Substituted Loans, no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;

(xiv)           It is the intention of the Seller and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Interim Eligible Lender Trustee to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller;

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(xv)           With respect to the first sale of Loans from the Interim Eligible Lender Trustee, on behalf of the Seller, to the Eligible Lender Trustee for the benefit of the Purchaser, the Seller 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 Loans granted to the Purchaser and the Interim Eligible Lender Trustee hereunder;

(xvi)           Except for Purchased Loans executed electronically, thereis only one original executed copy of the Note evidencing each Purchased Loan.  For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the Note, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws.  The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans.  The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee.  All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;”

(xvii)           Other than the security interest granted to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser pursuant to these Master Sale Terms, the Seller and the Interim Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans.  The Seller and the Interim Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser hereunder or any other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and

(xviii)           No Borrower of a Purchased Loan as of the related Cutoff Date is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding;

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(xix)           With respect to all Additional Loans (other than with respect to the Substituted Loans), the Supplemental Purchase Period is in full force and effect; and

(xx)           No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable.

(C)           The Eligible Lender Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Bill of Sale:

(i)           The Eligible Lender Trustee 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 New York.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each Bill of Sale;

(ii)           The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Sale Terms and each Sale Agreement, and these Master Sale Terms and each Sale Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Sale Terms and each Sale Agreement on its behalf;

(iii)           Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York 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; and

(iv)           The Eligible Lender Trustee is 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 Student Loans as contemplated by these Master Sale Terms, each Sale Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

SECTION 6.      REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT

(A)           Each party to these Master Sale Terms shall give notice to the other such parties and to the Servicer, the Administrator and Navient CFC, Blue Ridge Funding, Red Wolf Funding or VL Funding, as applicable, promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Sections 5(A) and (B) hereof which has a material adverse effect on the interest of the Purchaser in any Trust Student Loan.  In the event of such a material breach of Sections 5(A) and (B) hereof, which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, the Seller shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date

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of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of such a material breach of Sections 5(A) and (B) hereof, which is curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, the Seller shall purchase such Trust Student Loan not later than the sixtieth day following the end of such 360-day period.  The Seller shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not included in the calculation of the Purchase Amount).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), the Seller shall remit the Purchase Amount along with those amounts set forth in the immediately preceding sentence in the manner specified in Section 2.6 of the Administration Agreement.  For the avoidance of doubt, any lien created pursuant to the Indenture with respect to any such purchased Trust Student Loan shall be released upon receipt of the related Purchase Amount along with the payment of such other amounts referred to in the immediately preceding sentence.

In addition, if any breach of Sections 5(A) and (B) hereof by the Seller does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of the Purchaser to repay such interest to a Guarantor), or the loss (including any obligation of the Purchaser to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then the Seller shall reimburse the Purchaser by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 30 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where the Seller reasonably believes such losses are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, the Seller shall not be required to reimburse the Purchaser for interest that is then capitalized, however, such amounts shall be reimbursed if the Borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor as a result of a breach by the Seller or the Servicer or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act, in each case as a result of a breach by the Seller or the Servicer, exceeds 1% of the Pool Balance, the Seller or the Servicer shall purchase, within 30 days of a written

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request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by the Seller (or the Servicer as provided in the Servicing Agreement) pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)), with Trust Student Loans with the earliest such date to be repurchased first.

(B)           In lieu of repurchasing Trust Student Loans pursuant to Section 6(A) above, the Seller may, at its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are substantially similar on an aggregate basis as of the date of substitution to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

(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.

In addition, each substituted Eligible Loan will comply, as of the date of substitution, with all of the representations and warranties made hereunder.  In choosing Eligible Loans to be substituted pursuant to this Section 6(B), the Seller shall make a reasonable determination that the Eligible Loans to be substituted will not have a material adverse effect on the Noteholders.  In connection with each substitution a Sale Agreement and related Bill of Sale regarding such Substituted Loans will be executed and delivered by the applicable parties.

In the event that the Seller elects to substitute Eligible Loans pursuant to this Section 6(B), the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted.  The Seller shall also remit to the Administrator an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans that are being removed, in the manner provided in Section 2.6 of the Administration Agreement.

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(C)           The sole remedy of the Purchaser, the Eligible Lender Trustee and the Noteholders with respect to a breach by the Seller pursuant to Sections 5(A) and (B) hereof shall be to require the Seller to purchase such Trust Student Loans, to reimburse the Purchaser as provided in Section 6(A) above or to substitute Eligible Loans pursuant to Section 6(B).  The Eligible Lender Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 6.

SECTION 7.      OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(A)           Any payment received by the Seller with respect to amounts accrued after the date of the related Bill of Sale for any Purchased Loan sold to the Purchaser, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by the Seller in trust for the account of the Purchaser and the Seller hereby disclaims any title to or interest in any such amounts.  Within two (2) Business Days following the date of receipt, the Seller shall remit to the Purchaser an amount equal to any such payments along with a listing on a form provided by the Purchaser identifying the Purchased Loans with respect to which such payments were made, the amount of each such payment and the date each such payment was received.

(B)           Any written communication received at any time by the Seller with respect to any Loan subject to these Master Sale Terms or the related Sale Agreement shall be transmitted by the Seller to the Servicer within two (2) Business Days of receipt.  Such communications shall include, but not be limited to, letters, notices of death or disability, notices of bankruptcy, forms requesting deferment of repayment or loan cancellation, and like documents.

SECTION 8.      CONTINUING OBLIGATION OF THE SELLER

The Seller shall provide all reasonable assistance necessary for the Purchaser to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period the Seller owned the related Purchased Loan, or (b) a payment made or alleged to have been made to the Seller.  Further, the Seller agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of the Purchaser in order to reflect the Purchaser’s interest in the Loans.

SECTION 9.      LIABILITY OF THE SELLER; INDEMNITIES

The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under these Master Sale Terms and each related Sale Agreement.

(i)           The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such

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income taxes arising out of fees paid to the Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of the Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Eligible Lender Trustee for the benefit of the Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same.

(ii)           The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents of the Purchaser and the Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms.

(iii)           The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Sale Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability:  (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (b) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic Documents; or (c) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld.

Indemnification under this Section 9 shall survive the resignation or removal of the Eligible Lender Trustee and the termination of these Master Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

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SECTION 10.      MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER

Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following:  (i) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under these Master Sale Terms, each Sale Agreement and each Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5(A) herein shall have been breached; (iii) the surviving Person, if other than the Seller, shall have delivered to the Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

SECTION 11.      LIMITATION ON LIABILITY OF THE SELLER AND OTHERS

The Seller and any director or officer or employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way the Seller’s obligations under Section 6 herein).  The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Sale Terms or any Sale Agreement, and that in its opinion may involve it in any expense or liability. Except as provided herein, the repurchase (or substitution) and reimbursement obligations of the Seller will constitute the sole remedy available to the Purchaser for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Bill of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Bill of Sale and to the extent that the aggregate Principal Balance listed on the related Bill of Sale is lesser or greater than the aggregate Principal Balance stated on the related Bill of Sale, (i) if lesser, the Seller shall remit such amount to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and (ii) if greater, Purchaser shall remit such amount to the Seller.  All such reconciliation payments and adjustments shall be made from time to time but no less frequently than semi-annually.

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SECTION 12.      LIMITATION OF LIABILITY OF OWNER TRUSTEE AND ELIGIBLE LENDER TRUSTEE

(a)           Notwithstanding anything contained herein to the contrary, these Master Sale Terms and the Initial Sale Agreement have been, and any Additional Sale Agreement will be, signed by Wells Fargo Delaware Trust Company, N.A., not in its individual capacity but solely in its capacity as Owner Trustee for the Issuer, and in no event shall Wells Fargo Delaware Trust Company, N.A., in its individual capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or of the Owner Trustee, respectively, under these Master Sale Terms or any Sale Agreement or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

(b)           Notwithstanding anything contained herein to the contrary, these Master Sale Terms and the Initial Sale Agreement have been, and any Additional Sale Agreement will be, signed by Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as Eligible Lender Trustee for the Purchaser and the Interim Eligible Lender Trustee for the Seller, as the case may be, and in no event shall Wells Fargo Bank, N.A., in its individual capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of the Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Purchaser or of the Seller, respectively, under these Master Sale Terms or any Sale Agreement or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Purchaser or the Seller, as the case may be.

SECTION 13.      EXPENSES

Except as otherwise provided herein or in any other Basic Document, each party to these Master Sale Terms or any Sale Agreement (other than the Interim Eligible Lender Trustee) shall pay its own expenses incurred in connection with the preparation, execution and delivery of these Master Sale Terms or any Sale Agreement and the transactions contemplated herein or therein.

SECTION 14.      SURVIVAL OF COVENANTS/SUPERSESSION

All covenants, agreements, representations and warranties made herein and in or pursuant to the Initial Sale Agreement and each Additional Sale Agreement executed pursuant to these Master Sale Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Sale Agreement.  All covenants, agreements, representations and warranties made or furnished pursuant hereto by or for the benefit of the Seller shall bind and inure to the benefit of any successors or assigns of the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and shall survive with respect to each Purchased Loan.  Each Sale Agreement supersedes all previous agreements and understandings between the Purchaser and the Seller with respect to the subject matter thereof.  A Sale Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought.  The waiver by the Purchaser of any covenant,

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agreement, representation or warranty required to be made or furnished by the Seller or the waiver by the Purchaser of any provision herein contained or contained in any Sale Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained or contained in any Sale Agreement, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Sale Agreement, be construed to lessen the right of the Purchaser to insist upon the performance by the Seller in strict accordance with said terms.

SECTION 15.      COMMUNICATION AND NOTICE REQUIREMENTS

All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to the Seller or the Purchaser, as the case may be, addressed as set forth in the related Sale Agreement or at such other address as either party may hereafter designate by notice to the other party.  Notice given in any such communication, mailed to the Seller or the Purchaser by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

SECTION 16.      FORM OF INSTRUMENTS

All instruments and documents delivered in connection with these Master Sale Terms and any Sale Agreement, and all proceedings to be taken in connection with these Master Sale Terms and any Sale Agreement and the transactions contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and the Purchaser shall have received copies of such documents as it or its counsel shall reasonably request in connection therewith.  Any instrument or document which is substantially in the same form as an attachment hereto or a recital herein will be deemed to be satisfactory as to form.

SECTION 17.      AMENDMENT

These Master Sale Terms, any Sale Agreement, any Bill of Sale and any document or instrument delivered in accordance herewith or therewith may be amended by the parties thereto without the consent of the related Noteholders, (i) to cure any ambiguity, to waive compliance with any immaterial provision hereof, to correct or supplement any provisions in the related document or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any Noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus.

In addition, these Master Sale Terms, any Sale Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by the Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a)

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increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee, and each of the Rating Agencies then rating the Notes.

It shall not be necessary for the consent of Noteholders pursuant to this Section 17 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to these Master Sale Terms, the Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment is authorized or permitted by these Master Sale Terms and the Opinion of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement.  The Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Eligible Lender Trustee’s own rights, duties or immunities under these Master Sale Terms or otherwise.

SECTION 18.      NON-PETITION COVENANTS

Notwithstanding any prior termination of these Master Sale Terms, the Seller and the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise invoke or cause the Purchaser to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Purchaser under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Purchaser; provided, however, that nothing herein shall be deemed to prohibit the Interim Eligible Lender Trustee from filing a claim or otherwise participating in any such action or proceeding.

Notwithstanding any prior termination of these Master Sale Terms, the Eligible Lender Trustee and the Purchaser shall not acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller; provided, however, that nothing herein shall be deemed to prohibit the Interim Eligible Lender Trustee from filing a claim or otherwise participating in any such action or proceeding.

SECTION 19.      ASSIGNMENT

As of the date hereof, the Seller and the Interim Eligible Lender Trustee each hereby assigns to the Purchaser its entire right, title and interest as purchaser and as the Interim Eligible Lender Trustee under (i) the Navient CFC Master Purchase Terms, the Blue Ridge Funding Master Purchase Terms (including the contract rights in and to the Navient CFC

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Purchase Agreement, as defined in the Blue Ridge Funding Master Purchase Terms) that have been assigned to the Seller by Blue Ridge Funding in the Blue Ridge Funding Master Purchase Terms, the Red Wolf Funding Master Purchase Terms (including the contract rights in and to the Navient CFC Purchase Agreement, as defined in the Red Wolf Funding Master Purchase Terms) that have been assigned to the Seller by Red Wolf Funding in the Red Wolf Funding Master Purchase Terms and the VL Funding Master Purchase Terms (including the contract rights in and to the Navient CFC Purchase Agreement, as defined in the VL Funding Master Purchase Terms) that have been assigned to the Seller by VL Funding in the VL Funding Master Purchase Terms and (ii) any Purchase Agreement thereunder and acknowledges that the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser will assign the same, together with the right, title and interest of the Purchaser and the Eligible Lender Trustee hereunder, to the Indenture Trustee under the Indenture.

SECTION 20.      GOVERNING LAW

These Master Sale Terms and any Sale Agreements shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

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IN WITNESS WHEREOF, the parties hereto have caused these Master Sale Terms to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NAVIENT FUNDING, LLC (Seller) By: /s/ Mark D. Rein        Name: Mark D. Rein        Title:   Vice President	NAVIENT STUDENT LOAN TRUST 2015-1 (Purchaser) By: Wells Fargo Delaware Trust Company, N.A., not in its individual capacity but solely as Owner Trustee By: /s/ Rosemary Kennard                                                                        Name:  Rosemary Kennard        Title:    Vice President
WELLS FARGO BANK, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee By: /s/ Adam Holzemer                                                                        Name:   Adam Holzemer        Title:     Vice President	WELLS FARGO BANK, N.A., 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 2015-1 as beneficial owner By: /s/ Adam Holzemer                                                                        Name:   Adam Holzemer        Title:     Vice President

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Attachment A

INITIAL SALE AGREEMENT

Dated as of February 26, 2015

SALE AGREEMENT NUMBER 1

Pursuant to the Master Sale Terms (as defined below), each of Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Navient Funding, LLC (the “Seller”) and the Seller hereby offer for sale to each of Navient Student Loan Trust 2015-1 (the “Purchaser”) and Wells Fargo Bank, N.A., as the Eligible Lender Trustee on behalf of the Purchaser, the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans described in the Bill of Sale and Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser accepts the Seller’s and the Interim Eligible Lender Trustee’s offer.  In order to qualify as Eligible Loans, no payment of principal of or interest on any such Loans shall be more than two hundred and ten (210) days past due as of the Statistical Cutoff Date.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and amendments, each incorporated herein by reference, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee.  The Initial Purchase Price for the Initial Loans shall be the issuance of the Class A Notes, the Class B Notes and the Excess Distribution Certificate to the Seller or its designee.

As agreed in Section 3.1(A)(iv) of the Master Sale Terms, and as a further condition to the consummation of such sale, the Seller will pay to the Purchaser, the following amounts in order for the Purchaser to make the applicable deposits to the Trust Accounts:

1.              $0 (representing the Borrower Benefit Account Initial Deposit);

2.              [Reserved];

3.              $9,102,096 plus $0 (representing the excess, if any, of the Pool Balance as of the Statistical Cutoff Date over the Initial Cutoff Date Pool Balance, to the extent such excess amount is not deposited into the Supplemental Purchase Account) (representing the Collection Account Initial Deposit);

4.              $16,379,916 (representing the Reserve Account Initial Deposit); and

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5.              an amount to be specified in a certificate to be delivered on and dated the Closing Date, which is equal to the excess, if any, of (x) the Pool Balance as of the Statistical Cutoff Date over (y) the Initial Cutoff Date Pool Balance; provided that such amount is not in excess of 10% of the Pool Balance as of the Statistical Cutoff Date (representing the Supplemental Purchase Account Initial Deposit).

This document shall constitute the Initial Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms.  All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement.  The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement.

Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bill of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date.

The parties hereto intend that the transfer of Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans.  However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

2

IN WITNESS WHEREOF, the parties hereto have caused this Initial Sale Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NAVIENT FUNDING, LLC (Seller) By: /s/ Mark D. Rein        Name: Mark D. Rein        Title:   Vice President	NAVIENT STUDENT LOAN TRUST 2015-1 (Purchaser) by Wells Fargo Delaware Trust Company, N.A., not in its individual capacity but solely as Owner Trustee By: /s/ Rosemary Kennard                                                                        Name:  Rosemary Kennard        Title:    Vice President
WELLS FARGO BANK, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee By: /s/ Adam Holzemer                                                                        Name:   Adam Holzemer        Title:     Vice President	WELLS FARGO BANK, N.A., 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 2015-1 as beneficial owner By: /s/ Adam Holzemer                                                                        Name:   Adam Holzemer        Title:     Vice President

3

INITIAL SALE AGREEMENT NUMBER 1

BLANKET ENDORSEMENT DATED FEBRUARY 26, 2015

Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC (the “Seller”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Initial Bill of Sale dated the date hereof executed by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in favor of Navient Student Loan Trust 2015-1 (the “Purchaser”) and Wells Fargo Bank, N.A., as Eligible Lender Trustee on behalf of the Purchaser.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Sale Terms referred to in the Initial Sale Agreement among the Seller, the Purchaser, the Interim Eligible Lender Trustee, and the Eligible Lender Trustee which covers this promissory note.

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Interim Eligible Lender Trustee for the benefit of the Seller agrees to individually endorse each Note in the form provided by the Purchaser as the Purchaser may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENT MASTER LOAN SECURITIZATION TERMS 1000.  BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL SALE AGREEMENT (“INITIAL SALE AGREEMENT”).  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON THE PURCHASER’S PAYMENT TO THE SELLER OF THE INITIAL PURCHASE PRICE AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED BY THE SELLER AND THE PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL BILL OF SALE.

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IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER   Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the Benefit of Navient Funding, LLC   Lender Code:  829 077   By: /s/ Adam Holzemer                                                              (Signature of Authorized Officer)         Name:  Adam Holzemer         Title:    Vice President         PURCHASER   Wells Fargo Bank, N.A., 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 2015-1 as beneficial owner     By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for the Purchaser)         Name:  Adam Holzemer         Title:    Vice President     Date of Purchase:  February 26, 2015

2

Attachment B

BILL OF SALE DATED FEBRUARY 26, 2015

The undersigned Navient Funding, LLC (“Seller”) and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of the Seller under the Funding Interim Trust Agreement dated as of February 26, 2015 (“Interim Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Initial Sale Agreement Number 1 (“Initial Sale Agreement”) among the Seller, the Interim Eligible Lender Trustee, Navient Student Loan Trust 2015-1 (“Purchaser”) and Wells Fargo Bank, N.A., as the Eligible Lender Trustee, do hereby sell, assign and convey to the Purchaser and the Eligible Lender Trustee, on behalf of the Purchaser, and their assignees, without recourse except as provided in the Initial Sale Agreement, all right, title and interest of the Seller and the Interim Eligible Lender Trustee, including the insurance interest of the Seller and the Interim Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Eligible Lender Trustee on behalf of the Purchaser has accepted for purchase.  The portfolio of Initial Loans accepted for purchase by the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

The Seller hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Sale Agreement Master Securitization Terms Number 1000 incorporated by reference in the  Initial Sale Agreement with respect to the Loans being sold hereby.  The Seller and the Interim Eligible Lender Trustee authorize the Eligible Lender Trustee on behalf of the Purchaser to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Initial Loans on the Closing Date.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon the Seller’s estimated calculations, which may be adjusted upward or downward based upon the Purchaser’s reconciliation.

**Includes interest to be capitalized.

2

Guarantors:

American Student Assistance

College Assist

Educational Credit Management Corporation

Finance Authority Of Maine

Florida Office Of Student Financial Assistance

Great Lakes Higher Education Guaranty Corporation

Illinois Student Assistance Commission

Kentucky Higher Education Assistance Authority

Louisiana Office Of Student Financial Assistance

Michigan Guaranty Agency

Missouri Department of Higher Education

Montana Guaranteed Student Loan Program

Nebraska National Student Loan Program

New Hampshire Higher Education Assistance Foundation

New Jersey Higher Education Student Assistance Authority

New Mexico Student Loan Guarantee Corporation

Northwest Education Loan Association

Oklahoma Guaranteed Student Loan Program

Pennsylvania Higher Education Assistance Agency

Rhode Island Higher Education Assistance Authority

Student Loan Guarantee Foundation of Arkansas

Tennessee Student Assistance Corporation

Texas Guaranteed Student Loan Corporation

United Student Aid Funds, Inc.

3

IN WITNESS WHEREOF, the parties hereto have caused this Initial Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER   Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC   Lender Code:  829 077   By: /s/ Adam Holzemer                                                              (Signature of Authorized Officer)         Name:  Adam Holzemer         Title:    Vice President       PURCHASER   Wells Fargo Bank, N.A., 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 2015-1 as beneficial owner     By: /s/ Adam Holzemer                                                       (Signature of Authorized Signatory for the Purchaser)         Name:  Adam Holzemer         Title:    Vice President     Date of Purchase: February 26, 2015  

SELLER

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

Lender Code:

By: /s/ Mark D. Rein

(Signature of Authorized Officer)

       Name: Mark D. Rein

       Title:  Vice President

4

Attachment C

ADDITIONAL SALE AGREEMENT NUMBER [   ]

Dated as of [          ], 2015

ADDITIONAL SALE AGREEMENT NUMBER [  ]

Each of Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of Navient Funding, LLC (the “Seller”) and the Seller hereby offer for sale to each of Navient Student Loan Trust 2015-1 (the “Purchaser”) and Wells Fargo Bank, N.A., as Eligible Lender Trustee (the “Eligible Lender Trustee”) on behalf of the Purchaser, the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser accept the Seller’s and the Interim Eligible Lender Trustee’s offer.

TERMS, CONDITIONS AND COVENANTS

In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated February 26, 2015 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee.  The applicable Additional Loans Purchase Price shall be $[_____].

This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms.  All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement.  The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bill of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date.

Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date.

The parties hereto intend that the transfer of Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans.  However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for

1

security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bill of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

IN WITNESS WHEREOF, the parties hereto have caused this Additional Sale Agreement Number [  ] to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER   Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC   Lender Code:  829 077   By:  ____________________________        (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________       PURCHASER   Wells Fargo Bank, N.A., 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 2015-1 as beneficial owner     By:  _____________________________ (Signature of Authorized Signatory for the Purchaser)   Name:  __________________________   Title:  ___________________________   Date of Purchase:  _________________  

2

ADDITIONAL SALE AGREEMENT NUMBER [         ]

[   ] BLANKET ENDORSEMENT DATED [            ], 2015

Navient Funding, LLC (the “Seller”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (the “Notes”) described in the Additional Bill of Sale executed by the Seller in favor of Navient Student Loan Trust 2015-1 (the “Purchaser”) and Wells Fargo Bank, N.A., as the Eligible Lender Trustee for the benefit of the Purchaser.  This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Sale Terms referred to in the Additional Sale Agreement among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee which covers the promissory note (the “Additional Sale Agreement”).

This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes.

Notwithstanding the foregoing, the Interim Eligible Lender Trustee for the benefit of the Seller agrees to individually endorse each Note in the form provided by the Purchaser as the Purchaser may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE RELATED ADDITIONAL SALE AGREEMENT.  BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL SALE AGREEMENT.  THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO THE SELLER OF THE ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY THE SELLER AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL BILL OF SALE.

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IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to

be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER   Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC   Lender Code:  829 077   By:  ____________________________        (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________       PURCHASER   Wells Fargo Bank, N.A., 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 2015-1 as beneficial owner     By:  _____________________________ (Signature of Authorized Signatory for the Purchaser)   Name:  __________________________   Title:  ___________________________   Date of Purchase:  _________________  

2

Attachment D

ADDITIONAL BILL OF SALE

DATED [           ], 2015

The undersigned Navient Funding, LLC (the “Seller”) and Wells Fargo Bank, N.A., as Interim Eligible Lender Trustee for the benefit of the Seller under the Funding Interim Trust Agreement dated as of February 26, 2015 (“Interim Eligible Lender Trustee”), for value received and pursuant to the terms and conditions of Additional Sale Agreement Number [       ] (the “Sale Agreement”) among the Seller, the Interim Eligible Lender Trustee, Navient Student Loan Trust 2015-1 (the “Purchaser”) and Wells Fargo Bank, N.A., as the Eligible Lender Trustee, does hereby sell, assign and convey to the Purchaser and the Eligible Lender Trustee, for the benefit of the Purchaser, and their assignees, without recourse except as provided in the Additional Purchase Agreement, all right, title and interest of the Seller and the Interim Eligible Lender Trustee, including the insurance interest of the Seller under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Eligible Lender Trustee for the benefit of the Purchaser has accepted for purchase.  The portfolio of Additional Loans accepted for purchase by the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto.

The Seller hereby makes the representations and warranties set forth in Sections 5(A) and 5(B) of the Sale Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Sale Agreement related hereto with respect to the Additional Loans being sold hereby.  The Seller and the Interim Eligible Lender Trustee authorize the Eligible Lender Trustee on behalf of the Purchaser to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the portfolio of Additional Loans accepted for purchase, on the date of purchase.

LISTING OF LOANS ON FOLLOWING PAGE

1

CERTAIN OTHER LOAN CRITERIA

■ 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

*Based upon the Seller’s estimated calculations, which may be adjusted upward or downward based upon the Purchaser’s reconciliation.

** Includes interest to be capitalized.

2

Guarantor(s):

[TO BE PROVIDED]

3

IN WITNESS WHEREOF, the parties hereto have caused this Additional Bill of Sale to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

  SELLER   Wells Fargo Bank, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of Navient Funding, LLC   Lender Code:  829 077   By:  ___________________________      (Signature of Authorized Officer)     Name:  _________________________   Title:  __________________________           PURCHASER   Wells Fargo Bank, N.A., 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 2015-1 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:

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Annex I

LOAN TRANSMITTAL SUMMARY FORM

Additional Loans Principal Balance as of the related Subsequent Cutoff Date Purchase Price

I-1

EX-99.6

Exhibit 99.6

NAVIENT STUDENT LOAN TRUST 2015-1

ADMINISTRATION AGREEMENT

Dated as of February 26, 2015

Among

NAVIENT FUNDING, LLC

NAVIENT STUDENT LOAN TRUST 2015-1

NAVIENT SOLUTIONS, INC.

as Administrator and as Servicer

and

WELLS FARGO BANK, N.A.,

as Indenture Trustee and as Eligible Lender Trustee

TABLE OF CONTENTS

Page

ARTICLE I		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	6
Section 2.4	Collections; Collection Account	10
Section 2.5	Application of Collections	10
Section 2.6	Additional Deposits	10
Section 2.7	Distributions	11
Section 2.8	Priority of Distributions	12
Section 2.9	Reserve Account	14
Section 2.10	Investment Earnings; Other Trust Accounts	16
Section 2.11	Statements to Excess Distribution Certificateholder and Noteholders	17
Section 2.12	Non-Ministerial Matters	19
Section 2.13	Exceptions	20
Section 2.14	Compensation	20
Section 2.15	Servicer and Administrator Expenses	20
ARTICLE III		20
Section 3.1	Administrator’s Certificate; Servicer’s Report	20
Section 3.2	Annual Statement as to Compliance; Notice of Default; Financial Statements	21
Section 3.3	Annual Independent Certified Public Accountants’ Report	22
ARTICLE IV		22
Section 4.1	Representations of Administrator	22

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Section 4.2	Liability of Administrator; Indemnities	23
Section 4.3	Merger or Consolidation of, or Assumption of the Obligations of, Administrator	25
Section 4.4	Limitation on Liability of Administrator and Others	26
Section 4.5	Administrator May Own Excess Distribution Certificate or Notes	27
Section 4.6	Navient Solutions, Inc. Not to Resign as Administrator	27
Section 4.7	Privacy and Security Provisions	27
ARTICLE V		28
Section 5.1	Administrator Default	28
Section 5.2	Appointment of Successor	29
Section 5.3	Notification to Noteholders and Certificateholder	30
Section 5.4	Waiver of Past Defaults	30
ARTICLE VI		30
Section 6.1	Termination	30
ARTICLE VII		31
Section 7.1	Protection of Interests in Trust	31
ARTICLE VIII		33
Section 8.1	Independence of the Administrator	33
Section 8.2	No Joint Venture	33
Section 8.3	Other Activities of Administrator	34
Section 8.4	Powers of Attorney	34
Section 8.5	Amendment	34
Section 8.6	Assignment	35
Section 8.7	Limitations on Rights of Others	35
Section 8.8	Assignment to Indenture Trustee	35
Section 8.9	Nonpetition Covenants	36

ii

Section 8.10	Limitation of Liability of Eligible Lender Trustee, Owner Trustee and Indenture Trustee	36
Section 8.11	Governing Law	37
Section 8.12	Headings	37
Section 8.13	Counterparts	37
Section 8.14	Severability	37
Section 8.15	Excess Distribution Certificate	37
Section 8.16	Notices	37
Section 8.17	Waiver of Jury Trial	37
Section 8.18	Force Majeure	38
ARTICLE IX		38
Section 9.1	Intent of the Parties; Reasonableness	38
Section 9.2	Reporting Requirements	38
Section 9.3	Administrator Compliance Statement	39
Section 9.4	Report on Assessment of Compliance and Attestation	39

iii

ADMINISTRATION AGREEMENT

Navient Student Loan Trust 2015-1 Administration Agreement, dated as of February 26, 2015 (this “Agreement”), among Navient Funding, LLC (the “Depositor”), Navient Student Loan Trust 2015-1 (the “Issuer” or “Trust”), Wells Fargo Bank, N.A., not in its individual capacity but in its capacity as indenture trustee (in such capacity, the “Indenture Trustee”) and in its capacity as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”), Navient Solutions, Inc., not in its individual capacity but solely in its capacity as servicer (in such capacity, the “Servicer”), and Navient Solutions, Inc., not in its individual capacity but solely in its capacity as administrator (in such capacity, the “Administrator”).

RECITALS

WHEREAS, the Issuer (a) is issuing (i) three classes of its Student Loan-Backed Notes (collectively, the “Notes”) pursuant to an Indenture, dated as of February 26, 2015 (the “Indenture”), among the Issuer, the Indenture Trustee and the Eligible Lender Trustee, and (ii) an Excess Distribution Certificate (the “Excess Distribution Certificate”) pursuant to the Trust Agreement, dated as of February 4, 2015, between the Depositor and Wells Fargo Delaware Trust Company, N.A., not in its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”), pursuant to which the Issuer was established on February 4, 2015, as amended and restated by the Amended and Restated Trust Agreement, dated as of February 26, 2015 (the “Trust Agreement”), among the Depositor, the Owner Trustee and the Indenture Trustee, and (b) will not issue any other classes of notes or certificates;

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and the Excess Distribution Certificate, including, inter alia, the Servicing Agreement, the Sale Agreement and the Indenture;

WHEREAS, pursuant to certain Basic Documents, the Issuer and the Eligible Lender Trustee are required to perform certain duties in connection with (a) the Notes and the Collateral therefor pledged pursuant to the Indenture and (b) the Excess Distribution Certificate pursuant to the Trust Agreement;

WHEREAS, the Issuer and the Eligible Lender Trustee desire to have the Administrator and the Servicer perform certain of the duties of the Issuer and the Eligible Lender Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the other Basic Documents as the Issuer and the Eligible Lender Trustee may from time to time request; and

WHEREAS, the Administrator and the Servicer have the capacity to provide the services required hereby and are willing to perform such services for the Issuer and the Eligible Lender Trustee on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Depositor, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Servicer, and the Administrator, hereby agree as follows:

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ARTICLE I

Section 1.1      Definitions and Usage.

Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture which also contains rules as to usage that shall be applicable herein.

ARTICLE II

Section 2.1      Duties with Respect to the Indenture.

The Administrator agrees to consult with the Eligible Lender Trustee and the Owner Trustee, as applicable, regarding the duties of the Issuer under the Indenture and the Depository Agreement.  The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Owner Trustee, as applicable, when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository Agreement.  The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Depository Agreement.  In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture:

(a)           preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture);

(b)           preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture);

(c)           obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.4 of the Indenture);

(d)           preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture);

(e)           delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture);

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(f)           in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture);

(g)           preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture);

(h)           monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);

(i)           selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture);

(j)           preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies (Section 7.3 of the Indenture);

(k)           opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture);

(l)           preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture);

(m)           preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);

(n)           preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Owner Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture);

(o)           preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);

(p)           preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);

(q)           preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture);

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(r)           [Reserved];

(s)           preparing, executing and delivering on behalf of the Trust (and the Eligible Lender Trustee on behalf of the Trust) and on behalf of any interim eligible lender trustee on behalf of any purchaser, seller or the depositor, as applicable, any Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust (and the Eligible Lender Trustee on behalf of the Trust) and on behalf of any interim eligible lender trustee on behalf of any purchaser, seller or the depositor, as applicable, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans (or the repurchase of any Trust Student Loan by any party consistent with the terms of the Basic Documents);

(t)           recording the Indenture, if applicable (Section 11.15 of the Indenture);

(u)           [Reserved];

(v)           [Reserved];

(w)           [Reserved];

(x)           [Reserved];

(y)           [Reserved];

(z)           calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;

(aa)           calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;

(bb)           from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans;

(cc)           preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans;

(dd)           [Reserved];

(ee)           on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account;

(ff)           upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement);

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(gg)           [Reserved];

(hh)           on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account;

(ii)           calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account;

(jj)           from time to time, directing the Owner Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty;

(kk)           [Reserved]; and

(ll)           [Reserved].

Section 2.2      Duties with Respect to the Issuer.

(a)           In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes (if applicable) for the applicable Accrual Period) and shall prepare for execution by the Issuer, the Owner Trustee or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports (including the reporting of the amount of original issue discount, if any, to the Indenture Trustee), filings, instruments, certificates, opinions and notices as it shall be the duty of the Issuer, the Owner Trustee, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Issuer or the Eligible Lender Trustee, as applicable, shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents.  Subject to Section 8.1 below, and in accordance with the directions of the Issuer or the Eligible Lender Trustee, as applicable, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Eligible Lender Trustee, as applicable, and are reasonably within the capability of the Administrator.  The Administrator, on behalf of the Issuer, shall calculate and pay any rebates properly payable to the Department.

(b)           The Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, if the Excess Distribution Certificate is not then held by the Depositor.

(c)           The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents.

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(d)           The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing.

(e)           [Reserved].

(f)           In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(g)           The Issuer hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Issuer’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Section 2.3      Establishment of Trust Accounts.

(a)           On the Closing Date and at such other times as specified herein, the Administrator shall establish the following Eligible Deposit Accounts as more fully described below:

(i) a “Collection Account”;

(ii) a “Reserve Account”;

(iii) [Reserved];

(iv) a “Supplemental Purchase Account”;

(v) [Reserved];

(vi) [Reserved];

(vii) [Reserved];

(viii) a “Floor Income Rebate Account”; and

(ix) a “Borrower Benefit Account.”

(b)           Funds on deposit in each account specified in Section 2.3(a) above (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments (including Eligible Investments of the Indenture Trustee) pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that the Indenture Trustee shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments.  All such Eligible Investments shall be held by (or by any custodian on behalf of) the Indenture Trustee for the benefit of the Issuer; provided that:

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(i)           on or before the Business Day preceding each Distribution Date (or on or before that Distribution Date, in the case of investments in money market accounts), all interest and other investment income (net of losses and investment expenses) on funds on deposit in each Trust Account (other than the Borrower Benefit Account) shall be deposited into the Collection Account and shall be included as a part of Available Funds for such Distribution Date; and

(ii)           all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Borrower Benefit Account shall be retained therein until withdrawn pursuant to Section 2.10(f) of this Agreement.

Other than as described in the following proviso or as otherwise permitted by the Rating Agencies then rating the Notes, funds on deposit in the Trust Accounts shall only be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Distribution Date; provided,

(W) that funds on deposit in the Supplemental Purchase Account, if invested, shall be invested only in Eligible Investments that are scheduled to mature (or with respect to Eligible Investments under clause (g) of the definition of “Eligible Investments” are expected to mature) on or before the end of the Supplemental Purchase Period;

(X) [Reserved];

(Y) [Reserved]; and

(Z) [Reserved].

(c)           The Issuer pledged to the Indenture Trustee all of its respective right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate.  Subject to the Administrator’s power to instruct the Indenture Trustee pursuant to Section 2.3(b) above and Section 2.3(e) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Issuer.  If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency then rating the Notes may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account.  In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.

(d)           With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:

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(i)           any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 2.3(c) and, subject to Section 2.3(b), each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;

(ii)           any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Indenture Trustee;

(iii)           any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be Delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continuous book-entry registration of such Trust Account Property as described in such paragraph; and

(iv)           any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iii) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security.

Notwithstanding anything to the contrary set forth in this Section 2.3(d), the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated herein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee.

(e)           The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer, the Administrator, the Eligible Lender Trustee or the Issuer to carry out its respective duties hereunder or in the relevant Basic Document, or permitting the Indenture Trustee to carry out its duties under the Indenture.

(f)           On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Collection Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Wells Fargo Bank, N.A..  On the Closing Date, the Administrator shall cause the Trust to deposit the Collection Account Initial Deposit into the Collection Account, which amount will be subject to adjustment to reflect any adjustments to the Supplemental Purchase Account Initial Deposit made in accordance with Section 2.3(k) hereof.

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(g)           On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Reserve Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Wells Fargo Bank, N.A.  On the Closing Date, the Administrator shall cause the Trust to deposit the Reserve Account Initial Deposit into the Reserve Account.

(h)           [Reserved].

(i)           [Reserved].

(j)           [Reserved].

(k)           On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Supplemental Purchase Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Supplemental Purchase Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Wells Fargo Bank, N.A.  On the Closing Date, the Administrator shall cause the Trust to deposit the Supplemental Purchase Account Initial Deposit into the Supplemental Purchase Account.  The Supplemental Purchase Account Initial Deposit made on the Closing Date will be calculated using the Initial Cutoff Date Pool Balance and is expected to be greater than the required deposit.  Following receipt of the initial servicing report from the Servicer and calculation of the actual Pool Balance as of the Closing Date, any funds on deposit in the Supplemental Purchase Account in excess of the required deposit amount (resulting from the use of the Initial Cutoff Date Pool Balance, which amount will be revised after receipt of the initial servicing report) will be distributed directly to the Depositor.

(l)           [Reserved].

(m)           On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Borrower Benefit Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Borrower Benefit Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Wells Fargo Bank, N.A.  On each date when the Issuer receives any prepayment of amounts to offset anticipated Borrower Benefit Yield Reductions pursuant to Section 3.12A of the Servicing Agreement, it shall deposit such sums into the Borrower Benefit Account.

(n)           On the Closing Date, the Administrator, for the benefit of the Noteholders and the Trust, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Floor Income Rebate Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.  The Floor Income Rebate Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of Wells Fargo Bank, N.A.

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(o)           [Reserved].

Section 2.4      Collections; Collection Account.

The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Trust Student Loans (other than Purchased Student Loans), and all Liquidation Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days of receipt thereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by the Eligible Lender Trustee with respect to the Trust Student Loans during the Collection Period.

Section 2.5      Application of Collections.

(a)           With respect to each Trust Student Loan, all collections (including all Guarantee Payments) with respect thereto for each Collection Period shall be applied to fees, interest and principal on such Trust Student Loan by the Servicer in accordance with its customary practice.

(b)           All Liquidation Proceeds shall be applied to the related Trust Student Loan.

Section 2.6      Additional Deposits.

(a)           The Servicer shall deposit or cause to be deposited in the Collection Account the aggregate purchase price with respect to Purchased Student Loans as determined pursuant to Section 3.5 of the Servicing Agreement and all other amounts to be paid by the Servicer under Section 3.5 of the Servicing Agreement on or before the third Business Day before the related Distribution Date; and the Depositor shall deposit or cause to be deposited in the Collection Account the aggregate Purchase Amount with respect to the Purchased Student Loans and all other amounts to be paid by the applicable Seller to the Depositor under Section 6 of the related Purchase Agreement and/or any applicable Additional Purchase Agreement when such amounts are due.

(b)           In the event the Trust Student Loans are sold pursuant to Section 4.4 of the Indenture, on the third Business Day before the related Distribution Date, the Indenture Trustee shall deposit or cause to be deposited in the Collection Account the proceeds of such sale.

(c)           [Reserved].

(d)           On the Business Day immediately following the end of the Supplemental Purchase Period, the Administrator shall instruct the Indenture Trustee to, and the Indenture Trustee shall, transfer all amounts remaining on deposit in the Supplemental Purchase Account into the Collection Account.

(e)           [Reserved].

(f)           [Reserved].

Section 2.7      Distributions.

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(a)           On or before the second Business Day immediately preceding each Distribution Date, the Administrator shall calculate all amounts required to be deposited into the Collection Account from the Trust Accounts, as applicable, including the amount of all Investment Earnings to be transferred from the Trust Accounts to the Collection Account, and the amount to be distributed from the Collection Account as Available Funds and pursuant to paragraph (a)(2) of the definition of Available Funds on the related Distribution Date.  In addition to and in furtherance of the foregoing, the Administrator shall:

(i)           calculate all amounts required to be deposited into the Collection Account from the Reserve Account on or before the Business Day immediately preceding each Distribution Date;

(ii)           calculate all Investment Earnings to be transferred from the Trust Accounts to the Collection Account on the first Business Day of each month;

(iii)           [Reserved];

(iv)           [Reserved];

(v)           calculate all Investment Earnings to be transferred from the Trust Accounts to the Collection Account on or before the Business Day immediately preceding each Distribution Date, as applicable;

(vi)           [Reserved];

(vii)           calculate the amount, if any, of the Borrower Benefit Yield Reduction for the related Collection Period on or before the second Business Day immediately preceding each Distribution Date;

(viii)           calculate all amounts to be deposited into and withdrawn from the Floor Income Rebate Account on each Distribution Date;

(ix)           calculate the amount, if any, required to be deposited into the Collection Account from the Borrower Benefit Account on or before the second Business Day immediately preceding each Distribution Date, if the Issuer has not received payment in full of any amount relating to any Borrower Benefit Yield Reduction for the related Collection Period, pursuant to Section 3.12 of the Servicing Agreement;

(x)           calculate the amount, if any, required to be transferred into the Collection Account from the Supplemental Purchase Account on or before the Business Day immediately following the end of the Supplemental Purchase Period; and

(xi)           [Reserved].

(b)           [Reserved].

(c)           The Administrator shall instruct the Indenture Trustee in writing no later than one (1) Business Day preceding each Distribution Date (based on the information contained in the Administrator’s Certificate and the related Servicer’s Report delivered pursuant to Sections 3.1(a) and 3.1(c) below) to make the deposits and distributions set forth in Section

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2.8 with respect to the Notes to the Persons or to the account specified below by 1:00 p.m. (New York time) on such Distribution Date (provided that funds are not required to be distributed pursuant to Section 5.4(b) of the Indenture).  These deposits and distributions will be made to the extent of the amount of Available Funds for that Distribution Date in the Collection Account including:

(i)           amounts transferred from the Reserve Account pursuant to Section 2.9 below,

(ii)           [Reserved],

(iii)           [Reserved],

(iv)           as applicable, amounts on deposit in, or transferred from, the Supplemental Purchase Account,

(v)           amounts transferred from the Floor Income Rebate Account pursuant to Section 2.10(g) below, and

(vi)           amounts transferred from the Borrower Benefit Account pursuant to Section 2.10(f) below.

(d)           The amount of Available Funds in the Collection Account for each Distribution Date will be distributed pursuant to the priority of distributions set forth under Section 2.8 below.  The Indenture Trustee shall comply with such instructions received by the Administrator.

(e)           The Administrator shall instruct the Indenture Trustee in writing no later than one Business Day preceding each Distribution Date to make the payments pursuant to paragraph (a)(2) of the definition of Available Funds.

(f)           The Administrator shall facilitate the reimbursement to the Servicer for any Servicer advances consistent with the terms set forth in Section 3.2(E) of the Servicing Agreement.

Section 2.8      Priority of Distributions.  On each Distribution Date, the Indenture Trustee shall first make the payments in sub-clause (z) below and then shall make the following deposits and distributions in the amounts and in the order of priority set forth below:

(a)           to the Servicer, the Primary Servicing Fee due on that Distribution Date;

(b)           to the Administrator, the Administration Fee due on that Distribution Date and all prior unpaid Administration Fees;

(c)           to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount;

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(d)           to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount;

(e)           to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance;

(f)           to the Class A-1 Noteholders and the Class A-2 Noteholders, sequentially, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount;

(g)           to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount;

(h)           to the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of the Indenture or Sections 8.1 and 8.3 of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, to the extent such amounts have not been paid by the Administrator or paid pursuant to sub-clause (z) below;

(i)           to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any;

(j)           in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A-1 Noteholders until the Outstanding Amount of the Class A-1 Notes is paid in full and reduced to zero, second, to the Class A-2 Noteholders until the Outstanding Amount of the Class A-2 Notes is paid in full and reduced to zero, and third, to the Class B Noteholders until the Outstanding Amount of the Class B Notes is paid in full and reduced to zero, as set forth in Section 2.8 above; provided that the amount of such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notes, as applicable, after giving effect to all other payments in respect of principal of the Class A Notes and the Class B Notes to be made on such Distribution Date; and

(k)           to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application of the preceding clauses.

Notwithstanding the foregoing:

(x)           If (i) on any Distribution Date following distributions under clauses 2.8(a) through 2.8(f) above to be made on such Distribution Date, the principal balance of the Class A Notes would be in excess of (A) the sum of (1) the outstanding principal balance of the Trust Student Loans, (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, and (3) the balance of the Reserve Account on such Distribution Date following those distributions required to be made under clauses 2.8(a) through 2.8(f) above, minus (B) the Specified Reserve Account Balance for that Distribution Date, or (ii) an Event of Default affecting the Class A Notes has occurred and is continuing, then, until the conditions described in (i) or (ii) no longer exist, amounts on deposit in the Collection Account and the Reserve Account shall be applied on such Distribution Date to the payment of the Class A Noteholders’ Distribution Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount;

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(y)           [Reserved]; and

(z)           In the event the Depositor or the Administrator has failed to pay to the Indenture Trustee, the Eligible Lender Trustee or the Owner Trustee any fees and expenses (including without limitation any indemnity amounts) owed to such parties under Section 6.7 of the Indenture, Sections 8.1 or 8.3 of the Trust Agreement or Section 4.2(g) of this Agreement, as applicable, the Indenture Trustee shall be entitled to reimburse itself, the Eligible Lender Trustee and the Owner Trustee for such amounts prior to making any payments under Section 2.8(a) through (k) above.  Payments to the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee from the Trust paid pro rata, based on amounts due, prior to other distributions of Available Funds shall not exceed $150,000 per annum in the absence of an Event of Default under Section 5.1 of the Indenture; provided, that in the event of 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, such payments to the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee shall remain subject to the $150,000 per annum maximum until either an acceleration of the Notes by declaration of the requisite percentage of the Noteholders has occurred pursuant to Section 5.2 of the Indenture or any other Event of Default under Section 5.1 of the Indenture has occurred, at which time no such maximum shall apply.

Section 2.9      Reserve Account.  On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account.

(a)           In the event that the Primary Servicing Fee for any Distribution Date exceeds the amount distributed to the Servicer pursuant to Section 2.8(a) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer.

(b)           In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause 2.9(a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above.

(c)           In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the holders of each such class of the Class A Notes pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to

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withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(f) above.

(d)           In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(g) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to clauses 2.9(a) through 2.9(c) above, and to distribute such amount to the Class B Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(g) above.

(e)           If, after giving effect to clauses 2.9(a) through 2.9(d) above, the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this clause) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account.

(f)           On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Account shall be used to pay any Carryover Servicing Fees.  Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Excess Distribution Certificateholder.  The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f).

(g)           [Reserved].

(h)           Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments.

(i)           Notwithstanding the foregoing, funds on deposit in the Reserve Account may be withdrawn by the Administrator at any time to pay any amounts owed to the Department in respect of any shortfalls in amounts on deposit in the Floor Income Rebate Account to be netted against Interest Subsidy Payments and/or Special Allowance Payments on the Trust Student Loans.

Section 2.10      Investment Earnings; Other Trust Accounts.  The Administrator will instruct the Indenture Trustee to (1) withdraw all Investment Earnings, if any, on deposit in each existing Trust Account (other than the Borrower Benefit Account) on each Distribution Date;

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(2) deposit such amounts into the Collection Account and (3) include such amounts as Available Funds for that Distribution Date.  The Administrator will not instruct the Indenture Trustee to withdraw Investment Earnings, if any, on deposit in the Borrower Benefit Account until amounts are to be withdrawn from that account pursuant to Section 2.10(f) of this Administration Agreement.

(a)           [Reserved].

(b)           [Reserved].

(c)           Collection Account.  On the Closing Date, the Issuer shall deposit the Collection Account Initial Deposit into the Collection Account.  This amount will be included with other Available Funds on the first Distribution Date.

(d)           Supplemental Purchase Account.

(i)           On the Closing Date, the Issuer shall deposit the Supplemental Purchase Account Initial Deposit into the Supplemental Purchase Account.  The Supplemental Purchase Account Initial Deposit made on the Closing Date will be calculated using the Initial Cutoff Date Pool Balance and is expected to be greater than the required deposit.  Following receipt of the initial servicing report from the Servicer and calculation of the actual Pool Balance as of the Closing Date, any funds on deposit in the Supplemental Purchase Account in excess of the required deposit amount (resulting from the use of the Initial Cutoff Date Pool Balance, which amount will be revised after receipt of the initial servicing report) will be distributed directly to the Depositor.

(ii)           From time to time during the Supplemental Purchase Period, the Administrator will instruct the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to purchase Additional Trust Student Loans that are Eligible Loans pursuant to Additional Sale Agreements.

(iii)           The Administrator shall instruct the Indenture Trustee to transfer into the Collection Account any amounts remaining in the Supplemental Purchase Account on the Business Day immediately following the end of the Supplemental Purchase Period to be included as Available Funds for any Distribution Date.

(e)           [Reserved].

(f)           Borrower Benefit Account. On the Closing Date, the Issuer shall deposit the Borrower Benefit Account Initial Deposit, if any, into the Borrower Benefit Account.

(i)           On each date when the Issuer receives a prepayment of amounts relating to an anticipated deficiency amount due to Borrower Benefit Yield Reductions pursuant to Section 3.12A of the Servicing Agreement, the Administrator shall cause the Issuer to deposit such amounts into the Borrower Benefit Account.

(ii)           The Administrator may instruct the Indenture Trustee to release the funds in the Borrower Benefit Account to the Servicer upon the Servicer’s written request, provided, however, that such release shall only occur after the Administrator has received confirmation that the Rating Agency Condition has been satisfied.

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(iii)           With respect to each Distribution Date, if on or before such date, the Issuer has not received payment in full of the amount, if any, required to offset any deficiency caused by a realized Borrower Benefit Yield Reduction for the related Collection Period pursuant to Section 3.12 of the Servicing Agreement, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Borrower Benefit Account on such Distribution Date an amount equal to such deficiency, to the extent of funds available therein, and deposit such amount into the Collection Account to be included as part of Available Funds for that Distribution Date.

(g)           Floor Income Rebate Account.

(i)           On or before each Distribution Date, the Administrator will instruct the Indenture Trustee to transfer from the Collection Account to the Floor Income Rebate Account the monthly accrual of interest paid by borrowers on Trust Student Loans originated on or after April 1, 2006 that exceeds the special allowance support levels applicable to such Trust Student Loans (“Floor Income”).  Such deposits will be used to offset the amount of Floor Income, if any, that is expected to be netted by the Department against the Interest Subsidy Payments and/or Special Allowance Payments otherwise due to the Issuer for that Collection Period.

(ii)           Once the Department has netted all payments (in respect of Interest Subsidy Payments and/or Special Allowance Payments otherwise due to the Issuer), which currently occurs on a quarterly basis, on the next succeeding Distribution Date an amount equal to the applicable Floor Income Rebate Account Release Amount on deposit in the Floor Income Rebate Account during the related Collection Periods will be withdrawn by the Indenture Trustee, as directed by the Administrator, and be included as part of Available Funds for that Distribution Date.

(iii)           [Reserved].

(h)           [Reserved].

(i)           [Reserved].

(j)           [Reserved].

Section 2.11      Statements to Excess Distribution Certificateholder and Noteholders.  On each Determination Date preceding a Distribution Date, the Administrator shall provide to the Indenture Trustee (with a copy to each Rating Agency then rating the Notes) for the Indenture Trustee to make available on such succeeding Distribution Date to each Noteholder of record and to the Excess Distribution Certificateholder of record a statement, setting forth at least the following information with respect to such Distribution Date as to the Notes and the Excess Distribution Certificate to the extent applicable:

(a)           the amount of such distribution allocable to principal of each class of the Notes;

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(b)           the amount of the distribution allocable to interest on each class of the Notes;

(c)           the amount of the distribution allocable to the Excess Distribution Certificate, if any;

(d)           [Reserved];

(e)           the Pool Balance as of the close of business on the last day of the preceding Collection Period;

(f)           the outstanding principal balance of each class of Notes, the Note Pool Factor applicable to each class of Notes as of such Distribution Date, after giving effect to payments allocated to principal reported under clauses (a) and (c) above;

(g)           the applicable Note Rate for the next period for each class of Notes, which may be included in the statement or made available electronically on the Administrator’s website;

(h)           the amount of the Primary Servicing Fee and any Carryover Servicing Fee paid to the Servicer on such Distribution Date, and the amount, if any, of the Carryover Servicing Fee remaining unpaid after giving effect to any such payments;

(i)           the amount of the Administration Fee paid to the Administrator on such Distribution Date;

(j)           [Reserved];

(k)           the amount of the aggregate Realized Losses, if any, for the related Collection Period and the balance of Trust Student Loans that are delinquent in each delinquency period as of the end of such Collection Period;

(l)           the amount of Note Interest Shortfall, if any, in each case as applicable to each class of Notes, and the change in such amounts from the preceding statement;

(m)           the aggregate Purchase Amounts and all other amounts that were received for Trust Student Loans, if any, that were repurchased by the Depositor or purchased by the Servicer, Navient CFC, Blue Ridge Funding, Red Wolf Funding or VL Funding from the Issuer during such Collection Period;

(n)           the respective balances of the Reserve Account, the Floor Income Rebate Account and the Borrower Benefit Account, if any, on such Distribution Date, after giving effect to changes therein on such Distribution Date;

(o)           [Reserved];

(p)           the balance of Trust Student Loans that are delinquent in each delinquency period as of the end of that Collection Period;

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(q)           with respect to the initial Distribution Date, the aggregate initial principal balance of Additional Trust Student Loans, plus accrued interest to be capitalized as of their respective Subsequent Cutoff Dates, purchased during the Supplemental Purchase Period, using funds on deposit in the Supplemental Purchase Account, and any remaining amounts transferred from the Supplemental Purchase Account to the Collection Account;

(r)           [Reserved]; and

(s)           the amount required to be deposited into the Collection Account for the related Collection Period to offset any Borrower Benefit Yield Reduction for the related Collection Period.

In addition to the actual amount to be paid, deposited or otherwise distributed, each amount set forth pursuant to clauses (a), (b), (c), (f), (h), (i) and (l) above shall also be expressed as a dollar amount per $1,000 of original principal balance of the applicable Note and as a percentage of the principal balance of the applicable Note.  A copy of the statements referred to above may be obtained by the Excess Distribution Certificateholder or any Note Owner by a written request to the Owner Trustee or the Indenture Trustee, respectively, addressed to the respective Corporate Trust Office.

Section 2.12      Non-Ministerial Matters.  With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Issuer, in writing, of the proposed action and the Issuer shall not have withheld consent or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(a)           the amendment of or any supplement to the Indenture;

(b)           the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Trust Student Loans);

(c)           the amendment, change or modification of the Basic Documents;

(d)           [Reserved];

(e)           [Reserved];

(f)           the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and

(g)           the removal of the Indenture Trustee.

Section 2.13      Exceptions.  Notwithstanding anything to the contrary in this Agreement, except as expressly provided herein or in the other Basic Documents, the Administrator shall not be obligated to, and shall not, (a) make any payments to the Noteholders under the

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Basic Documents, (b) sell the Indenture Trust Estate pursuant to Section 5.4 of the Indenture, (c) take any other action that the Issuer directs the Administrator not to take on its behalf, (d) in connection with its duties hereunder assume any indemnification obligation of any other Person or (e) service the Trust Student Loans.

Section 2.14      Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to $6,667 for each Collection Period payable in arrears on the related Distribution Date (the “Administration Fees”) which shall be solely an obligation of the Issuer.

Section 2.15      Servicer and Administrator Expenses.  Each of the Servicer and the Administrator shall be severally required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer or the Administrator, as the case may be, and expenses incurred in connection with distributions and reports to the Administrator or to the Excess Distribution Certificateholder and the Noteholders, as the case may be.

ARTICLE III

Section 3.1      Administrator’s Certificate; Servicer’s Report.

(a)           On or before the tenth day (or, if any such day is not a Business Day, on the next succeeding Business Day), preceding each Distribution Date the Servicer shall deliver to the Administrator and, upon request, to the Issuer a Servicer’s Report with respect to the preceding Collection Period containing all information necessary for the Administrator to receive in connection with the preparation of the Administrator’s Certificate covering such Collection Period referred to in Section 3.1(c) below.

(b)           [Reserved].

(c)           On each Determination Date prior to a Distribution Date, the Administrator shall deliver to the Indenture Trustee, with a copy to the Rating Agencies then rating the Notes, an Administrator’s Certificate containing all information necessary to make the distributions pursuant to Sections 2.7 and 2.8 above, if applicable, for the Collection Period preceding the date of such Administrator’s Certificate.

(d)           Prior to each Determination Date, the Administrator shall determine the Note Rates that will be applicable to the Distribution Date following such Determination Date, in compliance with its obligation to prepare and deliver an Administrator’s Certificate on such Determination Date pursuant to this Section 3.1.  In connection therewith, the Administrator shall calculate on each LIBOR Determination Date during such Accrual Period, Two-Month or One-Month LIBOR, as applicable, for the first Accrual Period, and for each subsequent Accrual Period shall calculate, as applicable, on each LIBOR Determination Date during such Accrual Period, One-Month LIBOR.

(e)           [Reserved].

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(f)           The Administrator shall furnish to the Issuer from time to time such information regarding the Collateral as the Issuer shall reasonably request.

Section 3.2      Annual Statement as to Compliance; Notice of Default; Financial Statements.

(a)           Each of the Servicer and the Administrator shall deliver to the Owner Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2015) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof.  The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Notes and, upon request, any Noteholder or Note Owner.  A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder by a request in writing to the Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Owner Trustee that such Person is the Excess Distribution Certificateholder.

(b)           The Servicer shall deliver to the Issuer, the Indenture Trustee and each Rating Agency then rating the Notes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement.

(c)           The Administrator shall deliver to the Issuer, the Indenture Trustee and each Rating Agency then rating the Notes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below.

(d)           At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall make available, or cause to be provided, to the Issuer, the Indenture Trustee and each Rating Agency then rating the Notes (i) as soon as possible and in any event within the time period allowed by the Commission to file such financials after the end of each fiscal year of the Administrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in any event within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

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Section 3.3      Annual Independent Certified Public Accountants’ Report.  Each of the Servicer and the Administrator shall cause a registered public accounting firm (as the term is used in Section 1122 of Regulation AB), which may also render other services to the Servicer or the Administrator, as the case may be, to deliver to the Issuer, the Indenture Trustee and the Rating Agencies then rating the Notes on or before March 31 of each year, a report addressed to the Servicer or the Administrator, as the case may be, the Issuer and the Indenture Trustee, to the effect that such firm has examined certain documents and records relating to the servicing of the Trust Student Loans, or the administration of the Trust Student Loans and of the Trust, as the case may be, during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 2015) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such servicing or administration, respectively, was conducted, in all material respects, in compliance with those terms of this Agreement and in the case of the Servicer, the Servicing Agreement, including any applicable statutory provisions incorporated therein and such additional terms and statutes as may be specified from time to time by the Administrator, except for such exceptions as shall be set forth in such report.  Such report will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

ARTICLE IV

Section 4.1      Representations of Administrator.  Navient Solutions, Inc., as Administrator, makes the following representations on which the Issuer is deemed to have relied in acquiring the Trust Student Loans.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)           Organization and Good Standing.  The Administrator is duly organized and validly existing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)           Power and Authority.  The Administrator has the corporate power and authority to execute and deliver this Agreement and to carry out its terms, and the execution, delivery and performance of this Agreement have been duly authorized by the Administrator by all necessary corporate action.

(c)           Binding Obligation.  This Agreement has been duly authorized, executed and delivered by the Administrator and, assuming that it is duly executed and delivered by parties hereto, constitutes a valid and binding agreement of the Administrator, enforceable against the Administrator in accordance with its terms; except that the enforceability hereof may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (c) with respect to rights to indemnity hereunder, limitations of public policy under applicable securities laws.

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(d)           No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof or thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or by-laws of the Administrator, or any indenture, agreement or other instrument to which the Administrator is a party or by which it shall be 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 pursuant to the Basic Documents); nor violate any law or, to the knowledge of the Administrator, any order, rule or regulation applicable to the Administrator of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties.

(e)           No Proceedings. There are no legal or governmental proceedings or investigations pending against the Administrator or, to its best knowledge, threatened or contemplated against the Administrator or to which the Administrator or any of its subsidiaries is a party or of which any property of the Administrator or any of its subsidiaries is the subject, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrator or its properties or by any other party: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, the Notes or the Excess Distribution Certificate, (ii) seeking to prevent the issuance of the Notes or the Excess Distribution Certificate or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Administrator of its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic Documents, the Trust, the Notes or the Excess Distribution Certificate or (iv) seeking to affect adversely the federal or state income tax attributes of the Issuer, the Notes or the Excess Distribution Certificate.

(f)           All Consents.  All authorizations, consents, orders or approvals of or registrations or declarations with any court, regulatory body, administrative agency or other government instrumentality required to be obtained, effected or given by the Administrator in connection with the execution and delivery by the Administrator of this Agreement and the performance by the Administrator of the transactions contemplated by this Agreement have been duly obtained, effected or given and are in full force and effect.

Section 4.2      Liability of Administrator; Indemnities.

(a)           The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement.

(b)           The Administrator shall indemnify, defend and hold harmless the Issuer, the Excess Distribution Certificateholder, the Owner Trustee and the Noteholders and any of the officers, directors, employees and agents of the Issuer from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities to the extent that such cost,

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expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

(c)           The Administrator shall indemnify the Indenture Trustee in its individual capacity and any of its officers, directors, employees and agents against any and all losses, claims, actions, suits, damages, liabilities, costs, penalties, taxes (excluding taxes payable by it on any compensation received by it for its services as Indenture Trustee) or expenses (including attorneys’ fees) incurred by it in connection with the performance of its duties under the Indenture and the other Basic Documents.  The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder and under the other Basic Documents.  The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee after it has assumed such defense; provided, however, that in the event that there may be a conflict between the positions of the Indenture Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee shall be entitled to separate counsel, the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer.  Neither the Issuer nor the Administrator need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

(d)           The Administrator shall indemnify the Eligible Lender Trustee (including in its capacity as Interim Eligible Lender Trustee) and/or the Owner Trustee in their respective individual capacities and any of their officers, directors, employees and agents against any and all loss, liabilities, actions, suits, claims, damages, costs, penalties, taxes (excluding taxes payable by them on any compensation received by them for their services as trustee) or expenses (including attorneys’ fees and expenses) incurred by them in connection with the performance of their duties under each Interim Trust Agreement, the Eligible Lender Trust Agreement, the Trust Agreement and the other Basic Documents.

(e)           Without limiting the generality of the foregoing, the Administrator shall indemnify the Eligible Lender Trustee and the Owner Trustee in their respective individual capacities and any of their officers, directors, employees and agents against any and all liability relating to or resulting from any of the following:

(i)           any claim that the Trust Student Loans (or any guarantee with respect thereto) are delinquent, uncollectable, uninsured, illegal, invalid or unenforceable;

(ii)           any claim that the Trust Student Loans have not been made, administered, serviced or collected in accordance with applicable federal and state laws or the requirements of any Guarantor;

(iii)           any claim that any original note or other document evidencing or relating to the Trust Student Loans has been lost, misplaced or destroyed; and

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(iv)           any claim for failure to comply with the provisions of 34 CFR Sec. 682.203(b) (other than for the Eligible Lender Trustee’s failure to qualify as an eligible lender under the Act).

(f)           The Indenture Trustee, the Eligible Lender Trustee and/or the Owner Trustee, as applicable, shall notify the Administrator promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee, the Eligible Lender Trustee and/or the Owner Trustee to so notify the Administrator shall not relieve the Administrator of its obligations hereunder and under the other Basic Documents.  The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Indenture Trustee, the Eligible Lender Trustee and/or the Owner Trustee after it has assumed such defense; provided, however, that in the event that there may be a conflict between the positions of the Indenture Trustee, the Eligible Lender Trustee and/or the Owner Trustee and the Administrator in conducting the defense of such claim, the Indenture Trustee, the Eligible Lender Trustee and/or the Owner Trustee shall be entitled to separate counsel, the fees and expenses of which shall be paid by the Administrator on behalf of the Issuer.  Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee, the Eligible Lender Trustee or the Owner Trustee through the Indenture Trustee’s, the Eligible Lender Trustee’s or the Owner Trustee’s, as the case may be, own willful misconduct, negligence or bad faith.

(g)           The Administrator shall pay reasonable compensation to the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee and shall reimburse the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee for all reasonable expenses, disbursements and advances.

(h)           For purposes of this Section 4.2, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 4.3 below) as Administrator pursuant to Section 5.1 below, or a resignation by such Administrator pursuant to this Agreement, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 5.2 below.

(i)           Indemnification under this Section 4.2 shall survive the resignation or removal of the Eligible Lender Trustee, the Owner Trustee or the Indenture Trustee, as applicable, or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation.  If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Administrator, without interest.

Section 4.3      Merger or Consolidation of, or Assumption of the Obligations of, Administrator.  Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, if other than Navient Solutions, Inc., executes an agreement that states

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expressly that such Person assumes to perform every obligation of the Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.1 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator, if other than Navient Solutions, Inc., shall have delivered to the Issuer, the Owner Trustee and the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 4.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) unless Navient Solutions, Inc. is the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Issuer, the Noteholders or the Excess Distribution Certificateholder and (v) unless Navient Solutions, Inc. is the surviving entity, the Administrator shall have delivered to the Issuer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and Indenture Trustee, respectively, in the Trust Student Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.  Anything in this Section 4.3 to the contrary notwithstanding, the Administrator may at any time assign its rights, obligations and duties under this Agreement to an Affiliate provided that the Rating Agencies then rating the Notes confirm that such assignment will not result in a downgrading or a withdrawal of the ratings then applicable to the Notes.

Section 4.4      Limitation on Liability of Administrator and Others.

(a)           Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee, the Eligible Lender Trustee or the Owner Trustee except as provided under this Agreement for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

(b)           Except as provided in this Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to administer the Trust Student Loans and the Trust in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Excess Distribution Certificateholder under this Agreement and the Noteholders under the Indenture and under this Agreement.

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Section 4.5      Administrator May Own Excess Distribution Certificate or Notes.  The Administrator and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of the Excess Distribution Certificate or the Notes with the same rights as it would have if it were not the Administrator or an Affiliate thereof, except as expressly provided herein or in any other Basic Document.

Section 4.6      Navient Solutions, Inc. Not to Resign as Administrator.  Subject to the provisions of Section 4.3 above, Navient Solutions, Inc. shall not resign from the obligations and duties imposed on it as Administrator under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law or shall violate any final order of a court or administrative agency with jurisdiction over Navient Solutions, Inc. or its properties.  Notice of any such determination permitting or requiring the resignation of Navient Solutions, Inc. shall be communicated to the Issuer, the Owner Trustee, the Eligible Lender Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Issuer, the Owner Trustee, the Eligible Lender Trustee and the Indenture Trustee concurrently with or promptly after such notice.  No such resignation shall become effective until the Indenture Trustee or a successor Administrator shall have assumed the responsibilities and obligations of Navient Solutions, Inc. in accordance with Section 5.2 below.  Anything in this Section 4.6 to the contrary notwithstanding, the Administrator may resign at any time subsequent to the assignment of its rights, duties and obligations hereunder pursuant to Section 4.3 above.

Section 4.7      Privacy and Security Provisions.  With respect to information that is “non-public personal information” (as defined in the GLB Regulations) that is disclosed or provided by the Trust (or on the Trust’s behalf) to the Administrator in connection with this Agreement, the Administrator agrees, subject to the terms hereof and the limitations of liability set forth herein, that in performing its obligations under this Agreement, the Administrator shall comply with all reuse, redisclosure, or other customer information handling, processing, security, and protection requirements that are specifically required of a non-affiliated third-party processor or servicer (or subcontractor) under the GLB Regulations and other applicable federal consumer privacy laws, rules, and regulations.  Without limiting the foregoing, the Administrator agrees that:

(a)           the Administrator 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 Administrator, 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

(b)           the Administrator 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).

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ARTICLE V

Section 5.1      Administrator Default.  If any one of the following events (an “Administrator Default”) shall occur and be continuing:

(a)           (i)           in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Distribution Date; or

(ii)           any failure by the Administrator to direct the Indenture Trustee to make any required distributions from any of the Trust Accounts on any Distribution Date, 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 Administrator from the Indenture Trustee or the Issuer or after discovery of such failure by an officer of the Administrator; or

(b)           any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or the Excess Distribution Certificateholder and (ii) continue 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 Administrator by the Indenture Trustee or the Issuer or (B) to the Administrator, the Indenture Trustee and the Issuer by the Noteholders or Excess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Notes or representing the whole of the outstanding Excess Distribution Certificate (including such Excess Distribution Certificate if owned by the Depositor); or

(c)           an Insolvency Event occurs with respect to the Administrator; or

(d)           any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX 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;

then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than 50% of the Outstanding Amount of all of the Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Issuer if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.2 above) of the Administrator under this Agreement.  On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Excess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.2 below; and, without limitation, the Indenture Trustee and the Issuer are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such

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notice of termination.  The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement.  All reasonable costs and expenses (including attorneys’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses.  Upon receipt of notice of the occurrence of an Administrator Default, the Administrator shall give notice thereof to the Rating Agencies then rating the Notes.

Section 5.2      Appointment of Successor.

(a)           Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Issuer and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”).  In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee.  In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee.  Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

(b)           Upon appointment, the successor Administrator (including the Indenture Trustee acting as successor Administrator), shall be the successor in all respects to the predecessor Administrator and shall be subject to all the responsibilities, duties and liabilities placed on the predecessor Administrator that arise thereafter or are related thereto and shall be entitled to an amount agreed to by such successor Administrator (which shall not exceed the Administration Fee unless such compensation arrangements will not result in a downgrading or withdrawal of any rating on the Notes or the Excess Distribution Certificate by any Rating Agency then rating the Notes) and all the rights granted to the predecessor Administrator by the terms and provisions of this Agreement.

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(c)           Notwithstanding the foregoing or anything to the contrary herein or in the other Basic Documents, the Indenture Trustee, to the extent it is acting as successor Administrator pursuant hereto and thereto, shall be entitled to resign to the extent a qualified successor Administrator has been appointed and has assumed all the obligations of the Administrator in accordance with the terms of this Agreement and the other Basic Documents.

Section 5.3      Notification to Noteholders and Certificateholder.  Upon any termination of, or appointment of a successor to, the Administrator pursuant to this Article V, the Owner Trustee shall give prompt written notice thereof to the Excess Distribution Certificateholder and the Indenture Trustee shall give prompt written notice thereof to Noteholders and the Rating Agencies then rating the Notes (which, in the case of any such appointment of a successor, shall consist of prior written notice thereof to such Rating Agencies).

Section 5.4      Waiver of Past Defaults.  The Noteholders of Notes evidencing a majority of the Outstanding Amount of all of the Notes (or the Excess Distribution Certificateholder, in the case of any default which does not adversely affect the Indenture Trustee or the Noteholders) may, on behalf of all Noteholders and the Excess Distribution Certificateholder, waive in writing any default by the Administrator in the performance of its obligations hereunder and any consequences thereof, except a default in making any required deposits to or payments from any of the Trust Accounts (or giving instructions regarding the same) in accordance with this Agreement.  Upon any such waiver of a past default, such default shall cease to exist, and any Administrator Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE VI

Section 6.1      Termination.

(a)           Optional Purchase of All Trust Student Loans.  The Administrator shall notify the Servicer, the Depositor, the Issuer and the Indenture Trustee in writing, within 15 days after the last day of any Collection Period as of which the then outstanding Pool Balance is 12% or less of the Initial Pool Balance.  The Indenture Trustee shall promptly forward a copy of such notice to each Noteholder of record.  As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance, the Eligible Lender Trustee on behalf and at the direction of the Servicer, or any other “eligible lender” (within the meaning of the Higher Education Act) designated by the Servicer in writing to the Eligible Lender Trustee, the Issuer and the Indenture Trustee, shall have the option to purchase the Trust Estate, other than the Trust Accounts.  To exercise such option, the Servicer shall deposit, pursuant to Section 2.6 above in the Collection Account an amount equal to the aggregate Purchase Amount for the Trust Student Loans plus an amount equal to all net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans (to the extent not included in the calculation of the Purchase Amount) and the related rights with respect thereto, plus the appraised value of any such other property held by the Trust other than the Trust Accounts, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Eligible Lender Trustee, the Issuer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer may not

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effect such purchase if such aggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amount plus any Carryover Servicing Fees.  In the event the Servicer fails to notify the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee in writing prior to the acceptance by the Indenture Trustee of a bid to purchase the Trust Estate pursuant to Section 4.4 of the Indenture that the Servicer intends to exercise its option to purchase the Trust Estate, the Servicer shall be deemed to have waived its option to purchase the Trust Estate as long as the Servicer has received five Business Days’ notice from the Indenture Trustee as provided in Section 4.4 of the Indenture.

(b)           Notice.  Written notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Issuer and the Indenture Trustee as soon as practicable after the Administrator has received notice thereof.

(c)           Succession.  Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Excess Distribution Certificateholder shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement and any other Basic Documents.

ARTICLE VII

Section 7.1      Protection of Interests in Trust.

(a)           The Administrator shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Issuer, the Eligible Lender Trustee and the Indenture Trustee in the Trust Student Loans and in the proceeds thereof.  The Administrator shall deliver (or cause to be delivered) to the Eligible Lender Trustee, the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b)           Neither the Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with clause (a) above seriously misleading within the meaning of Section 9-506(b) of the UCC, unless it shall have given the Eligible Lender Trustee, the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.

(c)           Each of the Depositor and the Servicer shall have an obligation to give the Eligible Lender Trustee, the Issuer and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment.  The Servicer shall at all times maintain each office from which it shall service Trust Student Loans, and its principal executive office, within the United States of America.

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(d)           The Servicer shall maintain accounts and records as to each Trust Student Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Trust Student Loan, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Trust Student Loan and the amounts from time to time deposited by the Servicer in the Collection Account in respect of such Trust Student Loan.

(e)           The Servicer shall maintain its computer systems so that, from and after the time of sale of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Issuer, the Servicer’s master computer records (including any backup archives) that refer to a Trust Student Loan shall indicate clearly the interest of the Issuer, the Eligible Lender Trustee and the Indenture Trustee in such Trust Student Loan and that such Trust Student Loan is owned by the Eligible Lender Trustee on behalf of the Issuer and has been pledged to the Indenture Trustee.  Indication of the Issuer’s, the Eligible Lender Trustee’s and the Indenture Trustee’s interest in a Trust Student Loan shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Trust Student Loan shall have been paid in full or repurchased.

(f)           If at any time the Depositor or the Administrator shall propose to sell, grant a security interest in, or otherwise transfer any interest in student loans to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any Trust Student Loan, indicate clearly that such Trust Student Loan has been sold and is owned by the Eligible Lender Trustee on behalf of the Issuer and has been pledged to the Indenture Trustee.

(g)           Upon reasonable notice, the Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Trust Student Loan.

(h)           Upon request, at any time the Eligible Lender Trustee, the Issuer or the Indenture Trustee have reasonable grounds to believe that such request would be necessary in connection with its performance of its duties under the Basic Documents, the Servicer shall furnish to the Eligible Lender Trustee, the Issuer or to the Indenture Trustee (in each case, with a copy to the Administrator), within five Business Days, a list of all Trust Student Loans (by borrower social security number, type of loan and date of issuance) then held as part of the Trust, and the Administrator shall furnish to the Eligible Lender Trustee, the Issuer or to the Indenture Trustee, within 20 Business Days thereafter, a comparison of such list to the list of Trust Student Loans set forth in Schedule A to the Indenture as of the Closing Date and a list of all Additional Trust Student Loans as of the end of the Supplemental Purchase Period, and, for each Trust Student Loan that has been removed from the pool of loans held by the Eligible Lender Trustee on behalf of the Issuer, information as to the date as of which and circumstances under which each such Trust Student Loan was so removed.

(i)           The Administrator shall deliver to the Eligible Lender Trustee, the Issuer and the Indenture Trustee:

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(i)           promptly after the execution and delivery of this Agreement and of each amendment thereto and on each Transfer Date, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and the Indenture Trustee in the Trust Student Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and

(ii)           within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and the Indenture Trustee in the Trust Student Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; provided that a single Opinion of Counsel may be delivered in satisfaction of the foregoing requirement and that of Section 3.6(b) of the Indenture.

(j)           Each Opinion of Counsel referred to in subclause (i) or (ii) of clause (i) above shall specify (as of the date of such opinion and given all applicable laws as in effect on such date) any action necessary to be taken in the following year to preserve and protect such interest.

(k)           The Depositor shall, to the extent required by applicable law, cause the Excess Distribution Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

ARTICLE VIII

Section 8.1      Independence of the Administrator.  For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Eligible Lender Trustee or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer, the Eligible Lender Trustee or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer, the Eligible Lender Trustee or the Owner Trustee.

Section 8.2      No Joint Venture.  Nothing contained in this Agreement (a) shall constitute the Administrator and any of the Issuer, the Eligible Lender Trustee or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on any of them or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

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Section 8.3      Other Activities of Administrator.  Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee.

Section 8.4      Powers of Attorney.  The Issuer, the Eligible Lender Trustee and the Indenture Trustee shall upon the written request of the Administrator furnish the Administrator with any powers of attorney and other documents (in form and substance satisfactory to the Issuer, the Eligible Lender Trustee and the Indenture Trustee) reasonably necessary or appropriate to enable the Administrator to carry out its administrative duties hereunder.  Notwithstanding the foregoing, each of the Eligible Lender Trustee and the Issuer hereby grants to the Administrator a limited power of attorney to execute and deliver on its respective behalf all documentation necessary to effect the actions set forth in Sections 2.1(s) and 2.2(g), respectively, of this Agreement.

Section 8.5      Amendment.

(a)           This Agreement (other than Sections 2.1 and 2.2 above) may be amended by the Issuer, the Excess Distribution Certificateholder, the Servicer, the Administrator, the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee, the Eligible Lender Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained or the Excess Distribution Certificateholder, 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)           Sections 2.1 and 2.2 may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Excess Distribution Certificateholder, the Owner Trustee, the Eligible Lender Trustee, the Indenture Trustee and the Administrator, without the consent of the Noteholders (unless such consent is otherwise required by this Section), for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions of such Article; provided that such amendment will not, in an Opinion of Counsel obtained on behalf of the Issuer and satisfactory to the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee, materially and adversely affect the interest of any Noteholder.

(c)           This Agreement (other than Sections 2.1 and 2.2 above) may also be amended from time to time by the Issuer, the Excess Distribution Certificateholder, the Servicer, the Administrator, the Indenture Trustee, the Owner Trustee and the Eligible Lender Trustee, and Sections 2.1 and 2.2 above may also be amended by the Owner Trustee, the Eligible Lender Trustee, the Administrator and the Indenture Trustee, with the consent of the Noteholders of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of

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this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

(d)           Promptly after the execution of any such amendment (or, in the case of the Rating Agencies then rating the Notes, 15 days prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment to the Excess Distribution Certificateholder and each of the Rating Agencies then rating the Notes.

(e)           It shall not be necessary for the consent of Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(f)           Prior to the execution of any amendment to this Agreement, the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 7.1(i) above.  The Owner Trustee, the Eligible Lender Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s, the Eligible Lender Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

(g)           [Reserved].

(h)           [Reserved].

Section 8.6      Assignment.  Notwithstanding anything to the contrary contained herein, except as provided in Section 4.3 of the Servicing Agreement and Sections 4.3 and 8.15 of this Agreement, this Agreement may not be assigned by the Depositor, the Administrator or the Servicer.

Section 8.7      Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Depositor, the Servicer, the Issuer, the Indenture Trustee and the Eligible Lender Trustee and for the benefit of the Owner Trustee, the Excess Distribution Certificateholder and the Noteholders, as third party beneficiaries, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 8.8      Assignment to Indenture Trustee.  The Depositor hereby acknowledges and consents to any Grant by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of a security interest in all right, title and interest of the Issuer in, to and under the Trust Student Loans and the assignment of any or all of the Issuer’s and the Eligible Lender Trustee’s rights and obligations under this Agreement, the Sale Agreement and any Additional Sale Agreement and the Depositor’s rights under the Purchase Agreements and any Additional Purchase Agreements to the Indenture Trustee.  The Servicer

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hereby acknowledges and consents to the assignment by the Issuer (and the Eligible Lender Trustee on behalf of the Issuer) to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of any and all of the Issuer’s (and the Eligible Lender Trustee’s) rights and obligations under this Agreement and under the Servicing Agreement.

Section 8.9      Nonpetition Covenants.

(a)           Notwithstanding any prior termination of this Agreement, the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is 367 days after the payment in full of the Notes, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.  The foregoing shall not limit the rights of the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee or the Depositor.

(b)           Notwithstanding any prior termination of this Agreement, the Servicer, the Administrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is 367 days after the payment in full of the Notes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor under any insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor.  The foregoing shall not limit the rights of the Servicer, the Administrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Depositor by a Person other than the Servicer, the Administrator, the Issuer, the Indenture Trustee or the Eligible Lender Trustee.

Section 8.10      Limitation of Liability of Eligible Lender Trustee, Owner Trustee and Indenture Trustee.

(a)           Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Wells Fargo Delaware Trust Company, N.A., not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall Wells Fargo Delaware Trust Company, N.A., in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Owner Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

36

(b)           Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and Eligible Lender Trustee, and in no event shall Wells Fargo Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

(c)           The rights of and protections of the Indenture Trustee, the Owner Trustee and the Eligible Lender Trustee, as applicable, under the Indenture and the Trust Agreement, respectively, shall be incorporated as though explicitly set forth herein.

Section 8.11      Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICT OF LAW PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.12      Headings.  The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 8.13      Counterparts.  This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

Section 8.14      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Each of the parties named on the signature pages to this Agreement by execution of this Agreement agrees, for the benefit of the Administrator and the other signatories hereto, to be bound by the terms of this Agreement and the other Basic Documents to the extent reference is made in such document to such party.

Section 8.15      Excess Distribution Certificate.  The Excess Distribution Certificateholder, as evidenced by its agreement to accept the rights conferred under the Excess Distribution Certificate, is hereby deemed to accept all obligations of the Depositor under this Agreement.

Section 8.16      Notices.  All notices sent pursuant to this Agreement may be made by facsimile or electronic mail.

Section 8.17      Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.18      Force Majeure.  The Administrator shall not be deemed to have breached its obligations pursuant to Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.9, 2.10, 2.11, 2.12, and 2.15 if it is rendered unable to perform such obligations, in whole or in part, by a force outside the

37

control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters).  The Administrator shall diligently perform its duties under this Agreement as soon as practicable following the termination of such interruption of business.

ARTICLE IX

Section 9.1      Intent of the Parties; Reasonableness.  The Issuer and the Administrator acknowledge and agree that the purpose of Article IX of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Issuer nor the Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee, the Servicer, or any other party to the Basic Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Issuer shall cooperate fully with the Administrator (including any of its assignees or designees) in the preparation of, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB.

Section 9.2      Reporting Requirements.

(a)           If so requested by the Administrator, on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Administrator shall (i) notify the Issuer, in writing of any material litigation or governmental proceedings pending against the Administrator and (ii) provide to the Issuer, a description of such proceedings, affiliations or relationships.

(b)           As a condition to the succession as Administrator by any Person as permitted by Section 4.3 hereof the successor administrator shall provide to the Administrator, on behalf of the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Administrator, on behalf of the Issuer, of such succession or appointment and (y) in writing all information in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of Notes.

(c)           In addition to such information as the Administrator is obligated to provide pursuant to other provisions of this Agreement, the Administrator shall provide such information regarding the performance or servicing of the Trust Student Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.  Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Administrator under this Agreement, commencing with the first such report due hereunder.

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Section 9.3      Administrator Compliance Statement.  On or before March 31st of each calendar year, commencing in 2016, the Administrator shall deliver to the Issuer a statement of compliance addressed to the Issuer and signed by an Authorized Officer of the Administrator, to the effect that (i) a review of the Administrator’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Administrator has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

Section 9.4      Report on Assessment of Compliance and Attestation.

(a)           On or before March 31st of each calendar year, commencing in 2016, the Administrator shall:

(i)           deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’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 Administrator, and shall address each of the Servicing Criteria specified on the certification substantially in the form of Attachment B attached to this Agreement;

(ii)           deliver to the Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered pursuant to the preceding paragraph, which 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; and

(iii)           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 and any other Person that will be responsible for signing a Sarbanes Certification in the form attached hereto as Attachment A on behalf of the Issuer with respect to a securitization transaction.  The Administrator acknowledges that the parties identified in clauses (a)(i) and (ii) above may rely on the certification provided by the Administrator pursuant to such clauses in signing a Sarbanes Certification and filing such with the Commission.

The Administrator, on behalf of the Issuer, will not be required to deliver the items in clauses (a)(i), (ii) and (iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Trust Student Loans with respect to such calendar year.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

NAVIENT SOLUTIONS, INC.,

as Administrator

By: /s/ Charles S. Booher                                                                

Name:  Charles S. Booher

Title:    Vice President

NAVIENT SOLUTIONS, INC.,

as Servicer

By: /s/ Jeffrey Stine                                                                

Name:  Jeffrey Stine

Title:    Vice President

NAVIENT FUNDING, LLC,

as Depositor

By: /s/ Mark D. Rein                                                                           

Name:  Mark D. Rein

Title:    Vice President

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NAVIENT STUDENT LOAN TRUST 2015-1,

as Issuer

By:  WELLS FARGO DELAWARE TRUST

        COMPANY, N.A., not in its individual

    capacity but solely as Owner Trustee

By: /s/ Rosemary Kennard                                                                

Name:   Rosemary Kennard

Title:     Vice President

WELLS FARGO BANK, N.A., not in its individual

capacity but solely as Indenture Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

WELLS FARGO BANK, N.A., not in its individual

capacity but solely as Eligible Lender Trustee

By: /s/ Adam Holzemer                                                                

Name:   Adam Holzemer

Title:     Vice President

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ATTACHMENT A

FORM OF ANNUAL CERTIFICATION

Re:           The Administration Agreement dated as of February 26, 2015 (the “Agreement”), among Navient Funding, LLC, as Depositor, Navient Student Loan Trust  2015-1, as Issuer, Navient Solutions, Inc., as Servicer, Navient Solutions, Inc., as Administrator, and Wells Fargo Bank, N.A., as Indenture Trustee and as Eligible Lender Trustee

I, ________________________________, the _______________________ of Navient Solutions, Inc. (the “Administrator”), certify to the Issuer, and its officers, with the knowledge and intent that they will rely upon this certification, that:

(1)           I have reviewed the servicer compliance statement of the Administrator provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Administrator’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 Administrator during 20[  ] that were delivered by the Administrator to 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 Administrator under the Agreement has been provided to the Issuer;

(4)           I am responsible for reviewing the activities performed by the Administrator as administrator 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 Attestation Report, the Administrator has fulfilled its obligations under the Agreement in all material respects; and

(5)           The Compliance Statement required to be delivered by the Administrator pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Administrator and/or any Subcontractor pursuant to the Agreement, have been provided to the Issuer.  Any material instances of noncompliance described in such reports have been

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disclosed to the Issuer.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

Date:           

By:                                                                

Name:

Title:

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ATTACHMENT B

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by Navient Solutions, Inc., as the Administrator, shall address, at a minimum, the criteria identified below (the “Applicable Servicing Criteria”):

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.	N/A
	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

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Reference Criteria Applicability

	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
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

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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

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EX-99.7

Exhibit 99.7

SERVICING AGREEMENT

among

NAVIENT SOLUTIONS, INC.,

as Servicer,

NAVIENT SOLUTIONS, INC.,

as Administrator,

NAVIENT STUDENT LOAN TRUST 2015-1,

WELLS FARGO BANK, N.A.,

not in its individual capacity but

solely as Eligible Lender Trustee

and

WELLS FARGO BANK, N.A.,

not in its individual capacity

but solely as Indenture Trustee

Dated as of February 26, 2015

TABLE OF CONTENTS

Page

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.	Special Programs	15
Section 3.12A	Prepayments Relating to Borrower Benefit Yield Reductions	15
Section 3.13.	Financial Statements	15
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	16
ARTICLE IV.
Section 4.1.	Representations of Servicer	16
Section 4.2.	Indemnities of Servicer	18
Section 4.3.	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	18
Section 4.4.	Limitation on Liability of Servicer	19
Section 4.5.	Navient Solutions, Inc. Not to Resign as Servicer	19

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ARTICLE V.
Section 5.1.	Servicer Default	19
Section 5.2.	Appointment of Successor.	21
Section 5.3.	Notification to Noteholders	22
Section 5.4.	Waiver of Past Defaults	22
ARTICLE VI.
Section 6.1.	Amendment.	22
Section 6.2.	Notices	23
Section 6.3.	Counterparts	24
Section 6.4.	Entire Agreement; Severability	24
Section 6.5.	Governing Law	24
Section 6.6.	Relationship of Parties	25
Section 6.7.	Captions	25
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	25
Section 6.9.	Assignment	25
Section 6.10.	Limitation of Liability of Eligible Lender Trustee, Owner Trustee and Indenture Trustee.	25
ARTICLE VII.
Section 7.1.	Intent of the Parties; Reasonableness	26
Section 7.2.	Reporting Requirements.	26
Section 7.3.	Servicer Compliance Statement	27
Section 7.4.	Report on Assessment of Compliance and Attestation.	27
Attachment A  Schedule of Fees
Attachment B  Servicer Locations
Attachment C  Reports
Attachment D  Form of Annual Certification
Attachment E  Servicing Criteria to be Addressed in Assessment of Compliance

2

SERVICING AGREEMENT

Navient Solutions, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) Navient Student Loan Trust 2015-1 (the “Issuer”), (ii) Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely in its capacity as eligible lender trustee (the “Eligible Lender Trustee”) under the Eligible Lender Trust Agreement dated as of February 26, 2015, between the Issuer and the Eligible Lender Trustee, (iii) Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as the indenture trustee (the “Indenture Trustee”), under an indenture dated as of February 26, 2015 (the “Indenture”), among the Issuer, the Eligible Lender Trustee and the Indenture Trustee and (iv) Navient Solutions, Inc., not in its individual capacity but solely in its capacity as administrator (in such capacity, the “Administrator”) under an administration agreement dated as of February 26, 2015 (the “Administration Agreement”), among Navient Funding, LLC, the Issuer, the Eligible Lender Trustee, the Servicer, the Administrator and the Indenture Trustee, as follows:

WHEREAS,theIssuer (and with respect to legal title, the Eligible Lender Trustee) will acquire certain FFELP loans, which are currently being serviced by the Servicer (the “Trust Student Loans”);

WHEREAS, the Issuer will issue notes (the “Notes”) pursuant to the Indenture, which Notes are payable from the assets of the Issuer; and

WHEREAS, the Issuer, the Administrator and the Eligible Lender Trustee desire that theServicer service or master service the Trust Student Loans on behalf of the Issuer, and the Servicer is willing to service or master service the Trust Student Loans for the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I.

Section 1.1.      Definitions and Usage.  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Indenture, which also contains rules as to usage that shall be applicable herein.  All references herein to ownership of the Trust Student Loans shall be read to mean the Issuer, with respect to beneficial economic ownership interest, and the Eligible Lender Trustee, with respect to legal title and “for the benefit of the Issuer” shall be read to include the legal title of the Eligible Lender Trustee.

ARTICLE II.

Section 2.1.      Custody of Trust Student Loan Files.  To assure uniform quality in servicing the Trust Student Loans and to reduce administrative costs, the Issuer (and the Eligible Lender Trustee) hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act for the benefit of the Issuer, the Eligible Lender Trustee and the Indenture Trustee as custodian of the following documents or instruments (collectively the “Trust Student Loan Files”) which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer with respect to each Trust Student Loan:

3

(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.

Section 2.2.      Duties of Servicer as Custodian.  The Servicer shall hold the Trust Student Loan Files, including any electronic records evidencing the promissory notes, for the benefit of the Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuer to comply with this Agreement.  In performing its duties as custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the student loan files relating to similar student loans that the Servicer services on behalf of Navient Corporation or any of its Affiliates and shall ensure that it fully complies with all applicable federal and state laws, including the Higher Education Act and any applicable e-sign laws, with respect thereto.  The Servicer shall take all actions necessary with respect to the Trust Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in order to enable the Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the promissory notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such promissory notes.  The Servicer shall promptly report to the Issuer, the Owner Trustee, the Administrator and the Indenture Trustee any material failure on its part to hold the Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.  Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer, the Eligible Lender Trustee or the Indenture Trustee of the Trust Student Loan Files.  If in the reasonable judgment of the Indenture Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee or any other custodian designated by the Indenture Trustee.

Section 2.3.      Maintenance of and Access to Records.  The Servicer shall maintain each Trust Student Loan File at one of its offices specified in Attachment B to this Agreement or at such other office as shall be consented to by the Issuer and the Indenture Trustee upon written notice to the Issuer and the Indenture Trustee.  Upon reasonable prior notice, the Servicer shall make available to the Issuer and the Indenture Trustee, or their respective duly authorized representatives, attorneys or auditors, a list of locations of the Trust Student Loan Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as the Issuer or the Indenture Trustee shall instruct.

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Section 2.4.      Release of Documents.  Upon written instruction from the Indenture Trustee, the Servicer shall release any Trust Student Loan File to the Indenture Trustee, the Indenture Trustee’s agent, or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate, as soon as practicable.  The Indenture Trustee shall cooperate with the Servicer to provide the Servicer with access to the Trust Student Loan Files in order for the Servicer to continue to service the Trust Student Loans after the release of the Trust Student Loan Files.  In the event the Servicer is not provided access to the Trust Student Loan Files, the Servicer shall not be deemed to have breached its obligations pursuant to Section 3.1, 3.2, 3.3 or 3.4 if it is unable to perform such obligations due to its inability to have access to the Trust Student Loans Files.  The Servicer shall not be liable for any losses with respect to the servicing of such Trust Student Loans arising after the release of the related Trust Student Loan Files to the extent the losses are attributable to the Servicer’s inability to have access to the related Trust Student Loan Files.

Section 2.5.      Instructions; Authority to Act.  The Servicer shall be deemed to have received proper instructions with respect to the Trust Student Loan Files upon its receipt of written instructions signed by a Responsible Officer of the Indenture Trustee.

Section 2.6.      [Reserved].

Section 2.7.      Effective Period and Termination.  Navient Solutions, Inc.’s appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect for so long as Navient Solutions, Inc. shall remain the Servicer hereunder.  If Navient Solutions, Inc. or any successor Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all the rights and obligations of Navient Solutions, Inc. or any such successor Servicer shall have been terminated under Section 5.1, the appointment of Navient Solutions, Inc. or such successor Servicer as custodian shall be terminated simultaneously with the effectiveness of such resignation or termination.  On or prior to the effective date of any resignation or termination of such appointment, the Servicer shall deliver the Trust Student Loan Files to the successor Servicer, the Indenture Trustee or the Indenture Trustee’s agent, at the direction of the Indenture Trustee, at such place or places as the Indenture Trustee may reasonably designate.  In establishing an effective date for the termination of the Servicer as custodian of the Trust Student Loan Files, the parties shall provide for a reasonable period for the Servicer to deliver the Trust Student Loan Files to its designated successor.

ARTICLE III.

Section 3.1.      Duties of Servicer.  The Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Trust Student Loans with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to similar student loans that it services on behalf of Navient Corporation or any of its Affiliates, beginning on the Closing Date until the Trust Student Loans are paid in full.  Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding

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any other provision to the contrary set forth herein, the Servicer shall manage, service, administer and make collections with respect to the Trust Student Loans (including the collection of any Interest Subsidy Payments and Special Allowance Payments on behalf of the Eligible Lender Trustee) in accordance with, and otherwise comply with, all applicable federal and state laws, including all applicable rules, regulations and other requirements of the Higher Education Act and the applicable Guarantee Agreements, the failure to comply with which would adversely affect the eligibility of one or more of the Trust Student Loans for federal reinsurance or Interest Subsidy Payments or Special Allowance Payments or one or more of the Trust Student Loans for receipt of Guarantee Payments.

The Servicer’s duties shall include, but shall not be limited to, collection and posting of all payments, responding to inquiries of borrowers on such Trust Student Loans, monitoring borrowers’ status, making required disclosures to borrowers, performing due diligence with respect to borrower delinquencies, sending payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly statements with respect thereto to the Administrator and the Issuer.  The Servicer shall follow its customary standards, policies and procedures in performing its duties as Servicer.  Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholders or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Trust Student Loans; provided, however, that the Servicer agrees that it will not (a) permit any rescission or cancellation of a Trust Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Issuer, the Eligible Lender Trustee and the Indenture Trustee provided, however, that the Servicer may write off any delinquent Trust Student Loan if the remaining balance of the borrower’s account is less than $50 or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Trust Student Loan except pursuant to any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements with respect to the servicing of Student Loans; provided further, however, that the Servicer shall not agree to any reduction of yield with respect to any Trust Student Loan (either by reducing borrower payments or reducing principal balance) except as permitted in accordance with Section 3.12 or otherwise if, and to the extent, the Excess Distribution Certificateholder, the Depositor, the Servicer or the Administrator reimburses the Issuer in an amount sufficient to offset any such effective yield reduction made by the Servicer consistent with such customary servicing procedures as it follows with respect to comparable student loans which it services on behalf of the Navient Corporation or any of its Affiliates.

Section 3.2.      Collection of Trust Student Loan Payments.

A.           The Servicer shall make reasonable efforts (including all efforts that may be specified under the Higher Education Act or any Guarantee Agreement) to collect all payments called for under the terms and provisions of the Trust Student Loans as and when the same shall become due and payable and shall follow such collection procedures as it follows with respect to similar student loans that it services on behalf of Navient Corporation or any of its Affiliates.  The Servicer shall allocate collections with respect to the Trust Student Loans between principal, interest and fees in accordance with Section 2.5 of the Administration Agreement.  The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Trust Student Loan.  The Servicer may, at its option, retain any late payment charges that it collects.

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B.           The Servicer shall make reasonable efforts to claim, pursue and collect all Guarantee Payments from the Guarantors pursuant to the Guarantee Agreements with respect to any of the Trust Student Loans as and when the same shall become due and payable, shall comply with all applicable laws and agreements with respect to claiming, pursuing and collecting such payments and shall follow such practices and procedures as it follows with respect to comparable guarantee agreements and student loans that it services on behalf of Navient Corporation or any of its Affiliates. In connection therewith, the Servicer is hereby authorized and empowered to convey to any Guarantor the note and the related Trust Student Loan File representing any Trust Student Loan in connection with submitting a claim to such Guarantor for a Guarantee Payment in accordance with the terms of the applicable Guarantee Agreement.  All amounts so collected by the Servicer shall constitute Available Funds for the applicable Collection Period and shall be deposited into the Collection Account or transferred to the Administrator in accordance with Section 2.4 of the Administration Agreement.  The Eligible Lender Trustee shall, upon the written request of the Servicer, furnish the Servicer with any power of attorney and other documents (all in form and substance acceptable to the Eligible Lender Trustee) necessary or appropriate to enable the Servicer to convey such documents to any Guarantor and to make such claims.

C.           The Servicer, on behalf of the Eligible Lender Trustee, shall, for the benefit of the Issuer, make reasonable efforts to claim, pursue and collect all Interest Subsidy Payments and Special Allowance Payments from the Department with respect to any of the Trust Student Loans as and when the same shall become due and payable, shall comply with all applicable laws and agreements with respect to claiming, pursuing and collecting such payments and shall follow such practices and procedures as the Servicer follows with respect to similar student loans that it services on behalf of the Navient Corporation or any of its Affiliates.  All amounts so collected by the Servicer shall constitute Available Funds for the applicable Collection Period and shall be deposited into the Collection Account or transferred to the Administrator in accordance with Section 2.4 of the Administration Agreement.  In connection therewith, the Servicer shall prepare and file with the Department on a timely basis all claims forms and other documents and filings necessary or appropriate in connection with the claiming of Interest Subsidy Payments and Special Allowance Payments on behalf of the Eligible Lender Trustee and shall otherwise assist the Eligible Lender Trustee in pursuing and collecting such Interest Subsidy Payments and Special Allowance Payments from the Department.  The Eligible Lender Trustee shall upon the written request of the Servicer furnish the Servicer with any power of attorney and other documents (all in form and substance acceptable to the Eligible Lender Trustee) reasonably necessary or appropriate to enable the Servicer to prepare and file such claims forms and other documents and filings.

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D.           The Eligible Lender Trustee and the Issuer each hereby grants a power of attorney and all necessary authorization to the Servicer to maintain any and all collection procedures with respect to the Trust Student Loans, including filing, pursuing and recovering claims with the Guarantors for Guarantee Payments, filing and pursuing claims with the Department for Interest Subsidy Payments and Special Allowance Payments and taking any steps to enforce such Trust Student Loans, such as commencing a legal proceeding to enforce a Trust Student Loan in the names of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholders.  The Eligible Lender Trustee and the Issuer shall upon the written request of the Servicer furnish the Servicer with any other powers of attorney and other documents (all in form and substance acceptable to the Eligible Lender Trustee and the Issuer) reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

E.           For the avoidance of doubt, from time to time, the Servicer may, but shall be under no obligation to, advance sums to the Issuer in respect of the Trust Student Loans (to the extent that the Servicer reasonably expects to recoup such advance from subsequent collections or Recoveries with respect to the Trust Student Loans).  Any such advance shall be deposited into the Collection Account.  Subsequent reimbursement for such outstanding advances shall be payable from funds on deposit in the Collection Account (prior to the calculation of Available Funds for any Distribution Date).  The Servicer shall provide the Administrator and the Indenture Trustee with an officer’s certificate setting forth the amount of reimbursement for such advances, and the Administrator will instruct the Indenture Trustee in writing to withdraw such amount from the Collection Account and such amount shall be paid to the Servicer in reimbursement of such outstanding advances.

Section 3.3.      Realization upon Trust Student Loans.  For the benefit of the Issuer, the Servicer shall use reasonable efforts consistent with its servicing practices and procedures that it utilizes with respect to comparable student loans that it services on behalf of Navient Corporation or any of its Affiliates and including all efforts that may be specified under the Higher Education Act or Guarantee Agreement in its servicing of any delinquent Trust Student Loans.

Section 3.4.      No Impairment.  The Servicer shall not impair the rights of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, or the Noteholders in any Trust Student Loans.

Section 3.5.      Purchase of Trust Student Loans; Reimbursement.

A.           The Servicer, the Administrator, the Owner Trustee, the Eligible Lender Trustee and the Indenture Trustee shall give notice to the other parties promptly, in writing, upon the discovery of any breach of the provisions of Section 3.1, 3.2, 3.3 or 3.4 which has a material adverse effect on the interest of the Issuer.  In the event of such a material breach which is not curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, the Servicer shall purchase the affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan.  In the event of a material breach with respect to such Trust Student Loan which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, the Servicer shall purchase such Trust Student Loan not later than the sixtieth day following the end of such 360-day period.  The purchase price hereunder will be the unpaid principal amount of such Trust Student Loan plus accrued and unpaid interest (calculated using the applicable percentage that would have been insured

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pursuant to Section 428(b)(1)(G) of the Higher Education Act) plus an amount equal to all net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan (to the extent not already included in the purchase price).  In consideration of the purchase of any such Trust Student Loan pursuant to this Section 3.5, the Servicer shall remit the purchase price to the Administrator in the manner and at the time specified in Section 2.6 of the Administration Agreement.  Any breach that relates to compliance with the requirements of the Higher Education Act or of the applicable Guarantor but that does not affect such Guarantor’s obligation to guarantee payments of a Trust Student Loan will not be considered to have a material adverse effect for purposes of this Section 3.5A.

B.           In addition, if any breach of Section 3.1, 3.2, 3.3 or 3.4 by the Servicer does not trigger such purchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of the Issuer to repay such interest to a Guarantor), or the loss (including any obligation of the Issuer to repay to the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then the Servicer shall reimburse the Issuer in an amount equal to the sum of all such nonguaranteed interest amounts that would have been owed to the Issuer by the Guarantor but for such breach by the Servicer and such forfeited Interest Subsidy Payments or Special Allowance Payments by netting such sum against the Servicing Fee payable to the Servicer for such period and remitting any additional amounts owed in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 30 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where the Servicer reasonably believes such amounts are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments.  At the time such payment is made, the Servicer shall not be required to reimburse the Issuer for interest that is then capitalized, however, such amounts shall be reimbursed if the borrower subsequently defaults and such capitalized interest is not paid by the Guarantor.

C.           Anything in this Section 3.5 to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of a breach by the Servicer or the Depositor, exceeds 1% of the Pool Balance, the Servicer or the Seller, as appropriate, shall purchase, within 30 days of a written request of the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate outstanding principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance.  The Trust Student Loans to be purchased by the Servicer or the Depositor pursuant to the preceding sentence shall be based on the date of claim rejection (or date of notice referred to in the first sentence of this Section 3.5) with the Trust Student Loans with the earliest such date to be purchased first.

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D.           In lieu of purchasing Trust Student Loans pursuant to this Section 3.5, the Servicer may, at its option, with the prior consent of the Administrator, arrange for the substitution of Student Loans which are substantially similar as of the date of substitution on an aggregate basis to the Trust Student Loans for which they are being substituted with respect to the following characteristics:

(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 or Consolidation Loans);

(3) guarantee percentage;

(4) school type;

(5) total return;

(6) principal balance; and

(7) remaining term to maturity.

In addition, each substituted Student Loan shall comply, as of the date of substitution, with the representations and warranties made by the Depositor in the Sale Agreement.  In choosing Student Loans to be substituted pursuant to this subsection D, the Servicer shall make a reasonable determination that the Student Loans to be substituted will not have a material adverse effect on the Noteholders.

In the event the Servicer elects to substitute Student Loans pursuant to this Section 3.5 and the Administrator consents to such substitution, the Servicer will remit to the Administrator the amount of any shortfall between the Purchase Amount of the substituted Student Loans and the Purchase Amount of the Trust Student Loans for which they are being substituted.  The Servicer shall also remit to the Administrator an amount equal to all nonguaranteed interest amounts that would have been owed to the Issuer by the Guarantor but for the breach of the Servicer and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans in the manner provided in Section 2.6 of the Administration Agreement.

E.           The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Noteholders with respect to a breach pursuant to Section 3.1, 3.2, 3.3 or 3.4 shall be to require the Servicer to purchase Trust Student Loans, to reimburse the Issuer as provided above or to substitute Student Loans pursuant to this Section.

F.           Neither the Eligible Lender Trustee  nor the Issuer shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest penalty pursuant to this Section 3.5.

G.           The Servicer shall not be deemed to have breached its obligations pursuant to Section 3.1, 3.2, 3.3 or 3.4 if it is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters).  The Servicer shall diligently perform its duties under this Agreement as soon as practicable following the termination of such interruption of business.

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H.           The Servicer also will have an option, but not the obligation, to purchase any Trust Student Loan on any date; provided that the Servicer may not purchase Trust Student Loans if the aggregate outstanding principal balance thereof (at the time of purchase) exceeds 2.0% of the Initial Pool Balance as of the date of determination.  To exercise such option, the Servicer shall notify the Administrator, the Depositor, the Issuer and the Indenture Trustee thereof in advance in writing, and the Servicer shall deposit into the Collection Account an amount equal to the purchase price, as calculated pursuant to Section 3.5.A hereof, for the Trust Student Loans so purchased.

Section 3.6.      Primary Servicing Fee; Carryover Servicing Fee.  The Primary Servicing Fee for each calendar month and any Carryover Servicing Fees payable on any Distribution Date in arrears by the Issuer shall be equal to the amounts determined by reference to the schedule of fees attached hereto as Attachment A.  Notwithstanding anything to the contrary contained herein or in any other Basic Document, the Servicer shall be entitled to receive any Carryover Servicing Fee on any Distribution Date only if and to the extent that sufficient funds are available pursuant to Section 2.8(i) of the Administration Agreement.

Section 3.7.      Access to Certain Documentation and Information Regarding Trust Student Loans.  Upon reasonable prior notice, the Servicer shall provide to the Administrator and its agents access to the Trust Student Loan Files and shall permit the Administrator to examine and make copies of, and abstracts from, the records and books of account of the Servicer relating to the Trust Student Loans and shall permit the Administrator to undertake periodic site reviews of the Servicer’s operations relating to the servicing of the Trust Student Loans (including on the premises of any agent of the Servicer).  Reasonable access shall be afforded to the Administrator without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Servicer.  Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.

Section 3.8.      Servicer Expenses.  The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to the Administrator, including, without limitation, any such fees, disbursements, taxes and expenses owed to any Subservicers or Subcontractors appointed in accordance with Section 3.9 hereof, provided, however, the Carryover Servicing Fee will be subject to increase agreed to by the Administrator, the Indenture Trustee and the Servicer to the extent that a demonstrable and significant increase occurs in the costs incurred by the Servicer or any Subservicer in providing the services to be provided hereunder, whether due to changes in applicable governmental regulations, Guarantor program requirements or regulations or postal rates.  Notwithstanding anything to the contrary contained herein, the Servicer may, at its option, collect fees from the Obligors in connection with sending payment histories and amortization schedules to Obligors, faxing documents to Obligors, providing credit reference letters to Obligors, providing a “speed pay” payment option to Obligors and for other similar optional services requested by an Obligor and may retain such fees.  The Servicer may also, at its option, collect fees from Obligors for returned check processing or other insufficient fund transactions and may assess such fees from the Obligor’s Trust Student Loan payment and retain such fees.

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Section 3.9.      Appointment of Subservicers or Subcontractors.

A.           The Servicer may at any time, upon the written consent of the Administrator on behalf of the Issuer, appoint a Subservicer or Subservicers to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Noteholders for the servicing and administering of the Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Trust Student Loans.  The fees and expenses of any Subservicer shall be as agreed between the Servicer and its Subservicer from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Noteholders shall have any responsibility therefor.  With respect to satisfying the Rating Agency Condition referred to above, the term “Subservicer” shall be deemed not to include Subcontractors such as systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers.

B.           The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to be filed  with the Commission.  The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a Sarbanes Certification on behalf of the Issuer as and when required to be delivered.

C.           The Servicer shall promptly upon request provide to the Issuer a written description (in form and substance satisfactory to the Issuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified in clause (ii) of this paragraph.

D.           As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer.  The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

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E.  The Servicer shall cause any Subservicer appointed hereunder (i) to deliver to the Eligible Lender Trustee and the Issuer, as soon as possible after delivery to the Department, a copy of its annual compliance audit, as required by Section 428(b)(1)(U) of the Higher Education Act; (ii) to deliver on an annual basis, promptly after receipt thereof, copies of its SAS 70 report; and (iii) to deliver an officer’s certificate, within sixty (60) days of the end of its fiscal year, certifying that there has been no security breach with respect to any of the Trust Student Loan data entrusted to such Subservicer in connection with this Agreement.

Section 3.10.      Reports.  With respect to Trust Student Loans, the Servicer shall prepare reports and data and furnish the following information to the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, unless otherwise noted, at the specified times:

(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;

(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; and

(e) From time to time as may be reasonably requested, reports and data providing additional information on the Trust Student Loans, including without limitation, the reports set forth in Attachment C.

Section 3.11.      Covenants and Agreements of the Issuer, Administrator, Eligible Lender Trustee and Servicer.  The Issuer, the Administrator, the Servicer and the Eligible Lender Trustee each agree that:

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A.           Any payment and any communications received at any time by the Issuer (or the Owner Trustee on its behalf), Administrator and the Eligible Lender Trustee with respect to a Trust Student Loan shall be immediately transmitted to the Servicer.  Such communications shall include, but not be limited to, requests or notices of loan cancellation, notices of borrower disqualification, letters, changes in address or status, notices of death or disability, notices of bankruptcy and forms requesting deferment of repayment or forbearance.

B.           The Servicer may change any part or all of its equipment, data processing programs and any procedures and forms in connection with the services performed hereunder so long as the Servicer continues to service the Trust Student Loans in conformance with the requirements herein.  The Servicer shall not make any material change in its servicing system and operations with respect to the Trust Student Loans without the prior written consent of the Administrator, which consent will not be unreasonably withheld.  Each written request for consent by the Servicer shall be acted upon promptly by the Administrator.  Anything in this paragraph B to the contrary notwithstanding, the Servicer will not be required to request the consent of the Administrator with respect to any changes in the Servicer’s servicing system and operations which the Servicer reasonably determines are required due to changes in the Higher Education Act or Guarantor program requirements.

C.           The Eligible Lender Trustee will furnish the Servicer with a copy of any and all Guarantee Agreements relating to the Trust Student Loans serviced hereunder.

D.           The Servicer may and, at the direction of the Administrator, shall include marketing or informational material generally provided to borrowers of loans owned by Navient Corporation or any of its Affiliates with communications sent to a borrower.

E.           The Servicer may, in its discretion, if requested by a borrower of a Trust Student Loan, arrange for the sale of such Trust Student Loan to another lender which holds another student loan of such borrower at a price not less than the purchase price for any such Trust Student Loan, as calculated pursuant to Section 3.5.A hereof.

F.           The Servicer shall arrange for the sale of a Trust Student Loan to Blue Ridge Funding (or the seller from which Blue Ridge Funding originally purchased such Trust Student Loan), Red Wolf Funding (or the seller from which Red Wolf Funding originally purchased such Trust Student Loan), VL Funding (or the seller from which VL Funding originally purchased such Trust Student Loan), Navient CFC or another Affiliate of Navient Corporation, as applicable, upon receipt by the Servicer of an executed consolidation loan application from the borrower of the related Trust Student Loan or a request from the borrower to add additional loans to such Trust Student Loan as permitted under the Higher Education Act.  The sale price for such Trust Student Loan shall equal the purchase price for any such Trust Student Loan, as calculated pursuant to Section 3.5.A hereof.

G.           The Issuer, Servicer or Administrator shall notify the Eligible Lender Trustee and the Indenture Trustee, in writing, if it becomes aware of the termination of any Guarantee Agreement.

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Section 3.12.      Special Programs.  The Servicer may offer borrowers of the Trust Student Loans special programs (e.g., Great Returnssm and Direct Repaysm) generally offered to the obligors of similar loans owned by Navient Corporation or any of its Affiliates and serviced by the Servicer.  Whether or not any such program is required by the Higher Education Act or is optional and effectively reduces the borrower interest rate or principal balances on the Trust Student Loans (each such reduction, a “Borrower Benefit Yield Reduction”) such special program may be applied to the Trust Student Loans at the discretion of the Servicer.  Each of the Excess Distribution Certificateholder, the Depositor, the Servicer, the Administrator and any other Affiliate of Navient Corporation shall be deemed to be a third party beneficiary of this Section 3.12 and shall make appropriate arrangements to compensate the Servicer for increased costs associated with material changes to existing special programs or the implementation and support of any new special programs.

Section 3.12A Prepayments Relating to Borrower Benefit Yield Reductions.  In the event of an anticipated deficiency due to the application of a Borrower Benefit Yield Reduction, any of the Excess Distribution Certificateholder, the Depositor, the Servicer, the Administrator or any other Affiliate of Navient Corporation may (but shall not be required to) make a prepayment to the Issuer of the amount that would be required to offset such anticipated deficiency.  On each date when the Issuer receives a prepayment of such amounts, it shall deposit such amounts into the Borrower Benefit Account, and such amounts shall be included in Available Funds on the next Distribution Date to the extent there is a deficiency caused by a realized Borrower Benefit Yield Reduction for the related Collection Period.

Section 3.13.      Financial Statements.  At any time that the Servicer is not an Affiliate of the Administrator, the Servicer shall provide to the Issuer, the Indenture Trustee, the Eligible Lender Trustee and the Administrator (a) as soon as possible, and in no event more than 120 days after the end of each fiscal year of the Servicer, audited financials as at the end of and for such year and (b) as soon as possible, and in no event more than 30 days after the end of each quarterly accounting period of the Servicer, unaudited financials as at the end of and for such period.

Section 3.14.      Insurance.  The Servicer shall maintain or cause to be maintained insurance with respect to its property and business against such casualties and contingencies and of such types and in such amounts as is customary in the case of institutions of the same type and size.

Section 3.15.      Administration Agreement.  The Servicer agrees to perform all duties required of the Servicer under the Administration Agreement using that degree of skill and attention that the Servicer exercises with respect to its comparable business activities.

Section 3.16.      Lender Identification Number.  The Eligible Lender Trustee may permit trusts established by the Depositor to securitize student loans, other than the Trust, to use the Department lender identification number applicable to the Issuer if the servicing agreements with respect to such other trusts include provisions substantially similar to this paragraph.  In such event, the Servicer may claim and collect Interest Subsidy Payments and Special Allowance Payments with respect to Trust Student Loans and student loans in such other trusts using such common lender identification number.  Notwithstanding anything herein or in the Basic Documents to the contrary, any amounts assessed against payments (including, but not limited to, Interest Subsidy Payments and Special Allowance Payments) due from the Department to any such other trust using such common lender identification number as a result of amounts owing to the Department from the Issuer will be deemed for all purposes hereof and of the Basic Documents (including for purposes of determining amounts paid by the Department with respect to the student loans in the Trust and such other trust) to have been assessed against the Issuer and shall be deducted by the Administrator or the Servicer and paid to such other trust from any collections made by them which would otherwise have been payable to the Collection Account for the Issuer.  Any amounts assessed against payments due from the Department to the Issuer as a result of amounts owing to the Department from such other trust using such common lender identification number will be deemed to have been assessed against such other trust and will be deducted by the Administrator or the Servicer from any collections made by them which would otherwise be payable to the collection account for such other trust and paid to the Issuer.

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Section 3.17.      Privacy and Information Security Provisions.  With respect to information that is “non-public personal information” (as defined in the GLB Regulations) that is disclosed or provided by the Trust (or on the Trust’s behalf) to the Servicer in connection with this Agreement, or any Basic Document to which the Servicer is a party, the Servicer agrees, subject to the terms hereof and the limitations of liability set forth herein, that in performing its obligations under this Agreement, the Servicer shall comply with all reuse, redisclosure, or other customer information handling, processing, security, and protection requirements that are specifically required of a non-affiliated third-party processor or servicer (or subcontractor) under the GLB Regulations and other applicable federal consumer privacy laws, rules, and regulations.  Without limiting the foregoing, the Servicer agrees that:

(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 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

(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).

ARTICLE IV.

Section 4.1.      Representations of Servicer.  The Servicer makes the following representations on which the Issuer (and the Eligible Lender Trustee with respect to record ownership interest) is deemed to have relied in acquiring the Trust Student Loans and appointing the Servicer as servicer hereunder.  The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Trust Student Loans to the Issuer (and the Eligible Lender Trustee with respect to record ownership interest) and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

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A.           Organization and Good Standing.  The Servicer is duly organized and validly existing as a corporation formed under the laws of the State of Delaware and in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, the power, authority and legal right to service the Trust Student Loans and to hold the Trust Student Loan Files as custodian.

B.           Due Qualification.  The Servicer is duly qualified to do business and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Trust Student Loans as required by this Agreement) shall require such qualifications.

C.           Power and Authority.  The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary action.  No registration with or approval of any governmental agency is required for the due execution and delivery by, and enforceability against, the Servicer of this Agreement.

D.           Binding Obligation.  This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to equitable principles.

E.           No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time or both) a default under, the bylaws of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be 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 this Agreement and the other Basic Documents); nor violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.

F.           No Proceedings.  There are no proceedings or investigations pending, or, to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties:  (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which the Servicer is a party, (iii) seeking any determination or ruling that could reasonably be expected to have a material and adverse effect on the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Servicer is a party, or (iv) relating to the Servicer and which might adversely affect the federal or state income tax attributes of the Notes.

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Section 4.2.      Indemnities of Servicer.  The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.

The Servicer shall pay for any loss, liability or expense, including reasonable attorneys’ fees, that may be imposed on, incurred by or asserted against the Issuer or the Eligible Lender Trustee by the Department pursuant to the Higher Education Act, to the extent that such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer.  Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event.

For purposes of this Section, in the event of the termination of the rights and obligations of Navient Solutions, Inc. (or any successor thereto pursuant to Section 4.3) as Servicer pursuant to Section 5.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 5.2.

Liability of the Servicer under this Section shall survive the resignation or removal of the Servicer, the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee or the termination of this Agreement.  If the Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Section 4.3.      Merger or Consolidation of, or Assumption of the Obligations of, Servicer.  The Servicer hereby agrees that, upon (a) any merger or consolidation of the Servicer into another Person, (b) any merger or consolidation to which the Servicer shall be a party resulting in the creation of another Person or (c) any Person succeeding to the properties and assets of the Servicer substantially as a whole, the Servicer shall (i) cause such Person (if other than the Servicer) to execute an agreement which states expressly that such Person assumes every obligation of the Servicer hereunder, (ii) deliver to the Issuer, the Eligible Lender Trustee and the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) cause the Rating Agency Condition to have been satisfied with respect to such transaction and (iv) cure any existing Servicer Default or any continuing event which, after notice or lapse of time or both, would become a Servicer Default.  Upon compliance with the foregoing requirements, such Person shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement.

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Section 4.4.      Limitation on Liability of Servicer.  The Servicer shall not be under any liability to the Issuer, the Noteholders, the Administrator, the Eligible Lender Trustee or the Indenture Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor; provided, however, that this provision shall not protect the Servicer against its obligation to purchase Student Loans from the Trust pursuant to Section 3.5 hereof or to pay to the Trust amounts required pursuant to Section 3.5 hereof or against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.  The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement.

Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Servicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Trust Student Loans, the Issuer shall indemnify and hold the Servicer harmless from all cost, liability or expense of the Servicer not arising out of or relating to the failure of the Servicer to comply with the terms of this Agreement.

Section 4.5.      Navient Solutions, Inc. Not to Resign as Servicer.  Subject to the provisions of Section 4.3, Navient Solutions, Inc. shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement is no longer permissible under applicable law.  Notice of any such determination permitting the resignation of Navient Solutions, Inc. shall be communicated to the Issuer, the Eligible Lender Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Issuer, the Eligible Lender Trustee and the Indenture Trustee concurrently with or promptly after such notice.  No such resignation shall become effective until the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and obligations of Navient Solutions, Inc. in accordance with Section 5.2.

ARTICLE V.

Section 5.1.      Servicer Default.  If any one of the following events (a “Servicer Default”) shall occur and be continuing:

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(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;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Servicer under this Agreement.  As of the effective date of termination of the Servicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 5.2.  The predecessor Servicer

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shall cooperate with the successor Servicer, the Issuer, the Owner Trustee, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Trust Student Loan.  All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses.  Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof (which notice shall be prepared by the Administrator) to the Rating Agencies then rating the Notes.

Section 5.2.      Appointment of Successor.

A.           Upon receipt by the Servicer of notice of termination pursuant to Section 5.1, or the resignation by the Servicer in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and duties of Navient Solutions, Inc.  In the event of the termination hereunder of the Servicer, the Issuer shall appoint a successor Servicer acceptable to the Indenture Trustee and the Eligible Lender Trustee, and the successor Servicer shall accept its appointment by a written assumption in form acceptable to the Issuer, the Indenture Trustee and the Eligible Lender Trustee.  In the event that a successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Servicer and the Indenture Trustee shall be entitled to the Servicing Fee and any Carryover Servicing Fees.  Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Servicer under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.

B.           Upon appointment, the successor Servicer (including the Indenture Trustee acting as successor Servicer) shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities placed on the predecessor Servicer that arise thereafter or are related thereto and shall be entitled to an amount agreed to by such successor Servicer (which shall not exceed the Servicing Fee unless the Rating Agency Condition is satisfied with respect to such compensation arrangements) and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement; provided, that the successor Servicer shall assume no liability or responsibility for any acts, representations, obligations or covenants of any predecessor Servicer prior to the date that the successor Servicer becomes Servicer hereunder.

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C.           Notwithstanding the foregoing or anything to the contrary herein or in the other Basic Documents, the Indenture Trustee, to the extent it is acting as successor Servicer pursuant hereto and thereto, shall be entitled to resign to the extent a qualified successor Servicer has been appointed and has assumed all the obligations of the Servicer in accordance with the terms of this Agreement and the other Basic Documents.

Section 5.3.      Notification to Noteholders.  Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article V, the Indenture Trustee shall give prompt written notice thereof to Noteholders and the Rating Agencies then rating the Notes (which, in the case of any such appointment of a successor, shall consist of prior written notice thereof to the Rating Agencies then rating the Notes).

Section 5.4.      Waiver of Past Defaults.  The Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes may, on behalf of all Noteholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and any consequences thereof, except a default in making any required deposits to or payments from any of the Trust Accounts (or giving instructions regarding the same) in accordance with this Agreement.  Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Administration Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE VI.

Section 6.1.      Amendment.

A.           This Agreement may be amended by the Servicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuer, the Eligible Lender Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained, 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 from time to time by the Servicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders.

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It shall not be necessary for the consent of Noteholders pursuant to this clause B, to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution of any amendment to this Agreement (or, in the case of the Rating Agencies then rating the Notes, 15 days prior thereto), the Owner Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment to the Indenture Trustee and each of the Rating Agencies then rating the Notes.

Prior to the execution of any amendment to this Agreement, the Issuer, the Eligible Lender Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee may, but shall not be obligated to, execute and deliver such amendment which affects its rights, powers, duties or immunities hereunder.

Section 6.2.      Notices.  All notices hereunder shall be given by United States certified or registered mail, by facsimile or by other telecommunication device capable of creating written record of such notice and its receipt.  Notices hereunder shall be effective when received and shall be addressed to the respective parties hereto at the addresses set forth below, or at such other address as shall be designated by any party hereto in a written notice to each other party pursuant to this section.

If to the Servicer, to:

Navient Solutions, Inc.

2001 Edmund Halley Drive

Reston, Virginia  20191

Attn:  Senior Vice President, Servicing

If to the Issuer, to:

Navient Student Loan Trust 2015-1

c/o Wells Fargo Delaware Trust Company, N.A.

919 North Market Street, Suite 1600

Wilmington, Delaware, 19801

Attention: Corporate Trust Administration

If to the Owner Trustee, to:

Wells Fargo Delaware Trust Company, N.A.

919 North Market Street, Suite 1600

Wilmington, Delaware, 19801

Attention: Corporate Trust Administration

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If to the Administrator, to:

Navient Solutions, Inc.

2001 Edmund Halley Drive

Reston, Virginia  20191

Attn:  ABS Administration

If to the Eligible Lender Trustee, to:

Navient Student Loan Trust 2015-1

c/o Wells Fargo Bank, N.A.

625 Marquette Avenue

Minneapolis, Minnesota 55402

Attention: Asset Backed Securities Department

If to the Indenture Trustee, to:

Wells Fargo Bank, N.A.

625 Marquette Avenue

Minneapolis, Minnesota 55402

Attention: Asset Backed Securities Department

Section 6.3.      Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

Section 6.4.      Entire Agreement; Severability.  This Agreement constitutes the entire agreement among the Issuer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Servicer.  All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby.

If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Section 6.5.      Governing Law.  The terms of this Agreement shall be subject to all applicable provisions of the Higher Education Act and shall be construed in accordance with and governed by the laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties, hereunder shall be determined in accordance with such laws.

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Section 6.6.      Relationship of Parties.  The Servicer is an independent contractor and, except for the services which it agrees to perform hereunder, the Servicer does not hold itself out as an agent of any other party hereto.  Nothing herein contained shall create or imply an agency relationship among Servicer and any other party hereto, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

Section 6.7.      Captions.  The captions used herein are for the convenience of reference only and not part of this Agreement, and shall in no way be deemed to define, limit, describe or modify the meanings of any provision of this Agreement.

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.  No member of the board of directors or any officer, employee or agent of the Servicer, the Administrator, the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee (or any Affiliate of any such party) shall be personally liable for any obligation incurred under this Agreement.

Section 6.9.      Assignment.  This Agreement may not be assigned by the Servicer except as permitted under Sections 4.3, 4.5 and 5.2 hereof.  This Agreement may not be assigned by the Administrator except as permitted under Sections 4.3 and 4.6 of the Administration Agreement.

Section 6.10.      Limitation of Liability of Eligible Lender Trustee, Owner Trustee and Indenture Trustee.

A.           Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Wells Fargo Bank, N.A., not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and in no event shall Wells Fargo Bank, N.A., in its individual capacity or, except as expressly provided in the Eligible Lender Trust Agreement, as Eligible Lender Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Eligible Lender Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

B.           Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Wells Fargo Bank, N.A., not in its individual capacity but solely as Indenture Trustee, and in no event shall Wells Fargo Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

C.           Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Wells Fargo Delaware Trust Company, N.A., not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wells Fargo Delaware Trust Company, N.A., in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Owner Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

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ARTICLE VII.

Section 7.1.      Intent of the Parties; Reasonableness.  The Issuer, Administrator, on behalf of the Issuer, and the Servicer acknowledge and agree that the purpose of Article VII of this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission.

None of the Issuer, Administrator, on behalf of the Issuer, nor the Servicer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Administrator, on behalf of the Issuer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Servicer shall cooperate fully with the Administrator, on behalf of the Issuer, to deliver to the Administrator, on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Administrator, on behalf of the Issuer, to permit the Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and/or any Subservicer or the servicing of the Trust Student Loans, reasonably believed by the Administrator, on behalf of the Issuer, to be necessary in order to effect such compliance.

The Administrator, on behalf of the Issuer, (including any of its assignees or designees) shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Issuer’s reasonable judgment, to comply with Regulation AB.

Section 7.2.      Reporting Requirements.  A. If so requested by the Administrator, acting on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of Notes, the Servicer shall (or shall cause each Subservicer to) (i) notify the Issuer and the Administrator in writing of any material litigation or governmental proceedings pending against the Servicer and any Subservicer and (ii) provide to the Issuer a description of such proceedings, affiliations or relationships.

B.  As a condition to the succession to Servicer or any Subservicer by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Issuer and the Administrator, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Administrator, acting on behalf of the Issuer, all information reasonably requested by the Administrator, acting on behalf of the Issuer, in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of Notes.

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C.  In addition to such information as the Servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Administrator, acting on behalf of the Issuer, the Servicer and any Subservicer shall provide such information regarding the performance or servicing of the Trust Student Loans as is reasonably required to facilitate preparation of monthly distribution reports in accordance with Item 1121 of Regulation AB.

Section 7.3.      Servicer Compliance Statement.  On or before March 31st of each calendar year, commencing in 2016, the Servicer shall deliver to the Issuer and the Administrator a statement of compliance addressed to the Issuer and signed by an authorized officer of the Servicer, to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and shall facilitate the delivery of any required statement of compliance by each Subservicer.

Section 7.4.      Report on Assessment of Compliance and Attestation.

A.           On or before March 31st of each calendar year, commencing in 2016, the Servicer shall:

(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;

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(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.

The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans.

B.           Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment.  An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on their behalf by their duly authorized officers as of February 26, 2015.

NAVIENT SOLUTIONS, INC.,

as Servicer

By: /s/ Jeffrey Stine                                           

       Name:   Jeffrey Stine

       Title:     Vice President

NAVIENT SOLUTIONS, INC.,

as Administrator

By: /s/ Charles S. Booher

Name:   Charles S. Booher

Title:     Vice President

NAVIENT STUDENT LOAN TRUST 2015-1

By: WELLS FARGO DELAWARE TRUST COMPANY, N.A.,

not in its individual capacity but solely as Owner Trustee

By: /s/ Rosemary Kennard

Name:  Rosemary Kennard

Title:    Vice President

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WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee under an Indenture, dated as of February 26, 2015, among Navient Student Loan Trust 2015-1, Wells Fargo Bank, N.A., not in its individual capacity but solely as the Eligible Lender Trustee, and Wells Fargo Bank, N.A., in its capacity as Indenture Trustee

By: /s/ Adam Holzemer                                                                

       Name:   Adam Holzemer

       Title:     Vice President

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Eligible Lender Trustee under the Eligible Lender Trust Agreement, dated as of February 26, 2015, between the Issuer and the Eligible Lender Trustee.

By: /s/ Adam Holzemer                                                                

       Name:   Adam Holzemer

       Title:     Vice President

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ATTACHMENT A

SCHEDULE OF FEES

The Servicer will receive a Primary Servicing Fee and a Carryover Servicing Fee (together, the “Servicing Fee”).

The “Primary Servicing Fee” for any month is equal to 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 is calculated on a unit basis and is an amount equal to (i) $1.50 per month per borrower for Trust Student Loans that are in in-school status, (ii) $2.75 per month per borrower for Trust Student Loans that are in grace status and (iii) $3.25 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 the sum of (i) 1/12 of 0.90% of the aggregate outstanding principal balance of the Trust Student Loans that are not Consolidation Loans and (ii) 1/12 of 0.50% of the aggregate outstanding principal balance of the Trust Student Loans that are Consolidation Loans, calculated as of the Closing Date or the last day of the preceding calendar month, as the case may be (the “Primary Servicing Fee Monthly Cap”). Primary Servicing Fees due and payable to the Servicer on any Distribution Date will include such amounts from any prior Distribution Dates that remain unpaid.

The Servicer has the right to annually increase its fees by an amount equal to the percentage increase in the U.S. Department of Labor’s Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average for the most recent twelve month period available at the time of each such annual adjustment; provided, that such increase shall not be less than 3% per annum.

The Primary Servicing Fee will 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, commencing on the April 2015 Distribution Date.

The “Carryover Servicing Fee” will be payable out of Available Funds in accordance with Section 2.8(i) of the Administration Agreement on each Distribution Date and is the sum of: (a) the aggregate amount, if any, of Primary Servicing Fees accrued in excess of the related Primary Servicing Fee Monthly Cap that remains unpaid from prior Distribution Dates, (b) the amount of specified increases in the costs incurred by the Servicer which are agreed to pursuant to Section 3.8 of the Servicing Agreement, (c) the amount of specified Conversion Fees, Transfer Fees and Removal Fees (as defined below) incurred since the last Distribution Date and (d) any amounts described in (a), (b) and (c) above that remain unpaid from prior Distribution Dates plus interest on such amounts for the period from the Distribution Date on which such amounts become due to the date such amounts are paid in full at a rate per annum for each Interest Period (as defined below) equal to the sum of (a) the average accepted auction price (expressed on a bond equivalent basis) for 91-day Treasury Bills sold at the most recent 91-day Treasury Bill auction prior to the Interest Period as reported by the U.S. Treasury Department and (b) 2.00%.

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“Interest Period” shall mean the period from each Distribution Date through the day before the next Distribution Date.  The Carryover Servicing Fee will be payable to the Servicer on each succeeding Distribution Date out of Available Funds after payment on such Distribution Date of all senior amounts payable prior to clause (i) of Section 2.8 of the Administration Agreement.  On the April 2015 Distribution Date, the Servicer shall receive a pro rata portion of the Primary Servicing Fee for the period from, and including, the Closing Date to, and including, March 31, 2015.

The Servicer will be paid a fee (“Conversion Fee”) for any Student Loan added to the Trust Estate which Student Loan is not serviced on the Servicer’s system unless such Student Loan is being substituted into the Trust Estate by the Servicer pursuant to Section 3.5 of this Agreement. The Conversion Fee is equal to the greater of $17.00 per account or the Servicer’s verifiable costs plus 15%.

The Servicer will be paid a fee (“Transfer Fee”) for any Trust Student Loan transferred in or out of the Trust Estate which is at the time of transfer being serviced on the Servicer’s system (regardless of the owner) unless (i) such Trust Student Loans are being removed or added to the Trust in order to comply with the Servicer’s purchase/substitution obligation under Section 3.5 of this Agreement, (ii) such Trust Student Loans are being removed pursuant to Section 3.11F of this Agreement or (iii) such Trust Student Loans are being added to the Trust pursuant to Section 2.10(d) of the Administration Agreement.  The Transfer Fee is equal to $4.00 per account transaction.

The Servicer will be paid a fee (“Removal Fee”) for performing all activities required to remove a Trust Student Loan from the Servicer’s system to another servicer unless such Trust Student Loan is being removed due to the termination of the Servicer pursuant to Section 5.1 of this Agreement.  The Removal Fee is equal to $10.00 per account plus any verifiable direct expenses incurred for shipping such Trust Student Loan to the new servicer.

A-2

ATTACHMENT B

LOCATIONS

Loan Servicing Center/Indianapolis

11100 USA Parkway

Fishers, Indiana 46038

(317) 849-6510

Loan Servicing Center/Pennsylvania

220 Lasley Avenue

Hanover Industrial Estates

Wilkes-Barre, Pennsylvania 18706

(717) 821-3600

Navient Solutions, Inc.

300 Continental Drive

Newark, Delaware 19713

(302) 283-8000

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ATTACHMENT C

REPORTS

1. Pre-Sale Files and Reports

Cutoff Gold File

PENDTRSTSSN

PENDABCPSSN

2. Sale Files and Reports

Post Sale Gold File

ASALESSN

TSALESSN

TSALE

Premium Model

Private Roll Rate

Reg AB Summary

3. Daily Reporting

Daily Borrower Payment Funding (EDW_FDR_UE_TRSTDFI_STG)

Loan Selection Replication (LTLSL/LTLRP/LTCDD)

Daily Buyback

ABCPOWNSSN

4. Monthly Reporting

PORTCHAR

PORTCSSN

AVGWTDTOTAL

LADSUMMARY

TRUSTBIP

LOSTSAP

SAPACCRUAL

BUYBACK

REBATEFEE

Month End Gold File

LAS Activity Statement

5. Other reports or data requested from time to time that are necessary for the Issuer to comply with Regulation AB.

C-1

ATTACHMENT D

FORM OF ANNUAL CERTIFICATION

Re: The Servicing Agreement dated as of February 26, 2015 (the “Agreement”), among Navient Student Loan Trust 2015-1, as Issuer, Navient Solutions, Inc., as Servicer, Navient Solutions, Inc., as Administrator, Wells Fargo Bank, N.A., as Eligible Lender Trustee, and Wells Fargo Bank, N.A., as Indenture Trustee

I, ________________________________, the _______________________ of Navient Solutions, Inc. (the “Servicer”), certify to the Administrator, on behalf of the Issuer, and their officers, with the knowledge and intent that they will rely upon this certification, that:

(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 Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and

D-1

(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.

Date:           _________________________

By: ________________________________

Name:

Title:

D-2

ATTACHMENT E

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by Navient Solutions, Inc., as the Servicer, shall address, at a minimum, the criteria identified below (the “Applicable Servicing Criteria”):

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.	N/A
	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

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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.

E-2

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

Navient Solutions, Inc., as Servicer

Date:           _________________________

By: ________________________________

Name:

Title:

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