RISK FACTORS

 

You should carefully consider the following risk factors in order to understand the structure and characteristics of the class A-5 notes and the potential merits and risks of an investment in the class A-5 notes.  Potential investors must review and become familiar with the following risk factors in deciding whether to purchase the class A-5 notes.  All of these risk factors could affect your investment in or return on the class A-5 notes.

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

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issuing the notes;

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making payments on the notes;

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

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

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

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

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

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

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

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

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

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its rights under the guarantee agreements with guarantors.

Floating Rate Class A‑1 Student Loan‑Backed Notes		$	0.00
Floating Rate Class A‑2 Student Loan‑Backed Notes			0.00
Floating Rate Class A‑3 Student Loan‑Backed Notes			0.00
Reset Rate Class A-4 Student Loan‑Backed Notes			0.00
Floating Rate Class A‑5 Student Loan‑Backed Notes			250,636,722.42
Floating Rate Class B Student Loan‑Backed Notes			16,870,303.67
Initial Equity			100.00
Total		$	267,507,126.09

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restrictions on the nature of its business; and

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

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

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

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

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

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

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was fully disbursed;

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was not more than 210 days past due;

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

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

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

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

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

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

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commercial banks, thrift institutions and credit unions;

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pension funds and insurance companies;

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educational institutions;

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

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various other third parties.

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shortly after loan origination;

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while the borrowers are still in school;

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

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while the loans are in repayment.

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

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its loan origination and interim servicing system called ExportSS®.

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

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

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

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

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

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

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

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

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

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each student loan was guaranteed by the applicable guarantor.

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the shortfall, if any, between:

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the purchase amount of the qualified substitute student loans,

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

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

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

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

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

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responding to inquiries from borrowers;

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attempting to collect delinquent payments; and

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sending out statements and payment coupons to borrowers.

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

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

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

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

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the shortfall, if any, between:

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the purchase amount of the qualified substitute trust student loans;

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

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

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

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

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

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

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

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

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

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the occurrence of an insolvency event involving the servicer;

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

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

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

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

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

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

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

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

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

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

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

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to the administrator by the indenture eligible lender trustee, or

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

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the occurrence of an insolvency event involving the administrator.

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the amount of principal distributions for each class of notes;

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

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

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

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

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

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

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

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

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

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

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

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

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any applicable triggers or asset tests are then in effect;

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

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

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borrower default, death, disability or bankruptcy;

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the closing of the borrower’s school;

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the school’s false certification of borrower eligibility;

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

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

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the original denomination of your note; and

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the applicable pool factor.

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

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

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

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the outstanding principal balance of the trust student loans plus

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

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

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

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

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

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

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

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

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

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

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the name and contact information of the remarketing agent;

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the next reset date and reset period;

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the applicable minimum denomination and additional increments;

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

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the applicable currency;

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

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

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

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

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

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

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

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

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

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the applicable interest rate day-count basis; and

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the related All Hold Rate, if applicable.

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the remarketing agent, in consultation with the administrator, cannot determine the applicable required reset terms on or before the remarketing terms determination date;

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the remarketing agent cannot establish the required spread on the spread determination date;

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the remarketing agent is unable to remarket some or all of the tendered reset rate notes at the spread set by the remarketing agent, or one or more committed purchasers default on their purchase obligations and the remarketing agent chooses not to purchase such reset rate notes itself;

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any rating agency then rating the notes has not confirmed or upgraded its then-current rating of any class of notes, if such confirmation is required; or

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certain other conditions specified in the remarketing agreement are not satisfied.

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all holders of the class A-5 notes will retain their notes, including in all deemed mandatory tender situations;

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the related interest rate for the class A-5 notes will be reset to a failed remarketing rate of the SOFR Rate plus 0.75% per annum; and

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the related reset period will be set at three months.

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to facilitate the trust’s ability to pay principal and interest in the applicable currency;

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to pay additional interest at the applicable interest rate and in the applicable currency on the class A-5 notes from and including the related reset date to, but excluding the second business day following the related reset date; and

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to facilitate the exchange of all secondary market trade proceeds from a successful remarketing (or proceeds from the exercise of the call option) on the applicable reset date to the applicable currency.

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on the effective date of such currency swap agreement for the related reset date, the U.S. Dollar equivalent of all secondary market trade proceeds received from purchasers of the class A-5 notes using the exchange rate established on the effective date of such currency swap agreement;

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on or before each distribution date, (1) the rate of interest on the class A-5 notes multiplied by the outstanding principal balance of the class A-5 notes denominated in the applicable currency and (2) the currency equivalent of the U.S. Dollars such swap counterparty concurrently receives from the trust as a payment of principal allocated to the class A-5 notes, including, on the maturity date for the class A-5 notes, if a currency swap agreement is then in effect, the remaining outstanding principal balance of the class A-5 notes, but only to the extent that the required U.S. Dollar equivalent amount is received from the trust on such date, using the exchange rate established on the applicable effective date of the currency swap agreement;

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with respect to a distribution date that is also a reset date, other than for distribution dates during a reset period following a reset date upon which a failed remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option, additional interest at the applicable interest rate and in the applicable currency for the class A-5 notes from and including the related reset date to, but excluding, the second business day following the related reset date; and

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on the reset date corresponding to a successful remarketing or an exercise of the call option of the class A-5 notes, the currency equivalent of all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option received as of that reset date, as applicable, using the exchange rate established on the effective date of the applicable currency swap agreement for that reset date.

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on the effective date of such currency swap agreement for the related reset date, all secondary market trade proceeds received from purchasers of the class A-5 notes in the applicable currency;

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on or before each distribution date, (1) an interest rate of the SOFR Rate plus or minus a spread, as determined from the bidding process described below, multiplied by that swap counterpart’s pro rata share, as applicable, of the U.S. Dollar equivalent of the outstanding principal balance of the class A-5 notes, and (2) that swap counterpart’s pro rata share of all payments of principal in U.S. Dollars that are allocated to the class A-5 notes; provided that, all principal payments allocated to such notes on any distribution date will be deposited into the related accumulation account and paid to each related swap counterparty on or about the next reset date (including all amounts required to be deposited in the related accumulation account on the related reset date), but excluding all investment earnings thereon; and

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on the reset date corresponding to a successful remarketing or an exercise of the call option of the class A-5 notes, all U.S. Dollar secondary market trade proceeds or proceeds from the exercise of the call option, as applicable, received (1) from the remarketing agent that the remarketing agent either received directly from the purchasers of the class A-5 notes, if in U.S. Dollars; (2) from the new swap counterparty or counterparties pursuant to the related currency swap agreements for the upcoming reset period, if in a currency other than U.S. Dollars; or (3) from the holder of the call option, as applicable.

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the next succeeding related reset date resulting in a successful remarketing;

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the purchase of all outstanding notes on a reset date, following the exercise of a call option;

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the distribution date on which the outstanding principal balance of the class A-5 notes is reduced to zero, excluding for such purpose all amounts on deposit in the related accumulation account; or

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the maturity date of the class A-5 notes.

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the applicable spread as determined by the remarketing agent on the Spread Determination Date; and

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the yield to maturity on the Spread Determination Date of the applicable fixed rate pricing benchmark, selected by the remarketing agent, as having an expected weighted average life based on a scheduled maturity at the next reset date, which would be used in accordance with customary financial practice in pricing new issues of asset-backed securities of comparable average life, provided, that the remarketing agent shall establish that fixed rate equal to the rate that, in the reasonable opinion of the remarketing agent, will enable all of the tendered reset rate notes to be remarketed by the remarketing agent at 100% of their outstanding principal balance.  However, that fixed rate of interest will in no event be lower than the related All Hold Rate, if applicable.

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the next succeeding reset date, if the class A-5 notes are then denominated in U.S. Dollars, or the next succeeding reset date resulting in a successful remarketing, if the class A-5 notes are then in foreign exchange mode;

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the related reset date for which the call option is exercised;

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the distribution date on which the outstanding principal balance of the class A-5 notes is reduced to zero (including as the result of the optional purchase of the remaining trust student loans by the servicer or an auction of the trust student loans by the indenture trustee); or

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the maturity date of the class A-5 notes.

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an event of default under the indenture relating to the payment of principal on any class at its maturity date or to the payment of interest on any class of notes which has resulted in an acceleration of the maturity of the notes,

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an event of default under the indenture relating to an insolvency event or a bankruptcy with respect to the trust which has resulted in an acceleration of the maturity of the notes, or

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a liquidation of the trust assets following any event of default under the indenture,

1.

to the noteholders of the reset rate notes then denominated in U.S. Dollars and then structured not to receive a payment of principal until the end of its related reset period, the amount, if any, on deposit in the related accumulation account for the reset rate notes (exclusive of investment earnings) in reduction of the outstanding principal balance of such reset rate notes until they are paid in full; and/or

2.

to the related currency Swap Counterparty if the reset rate notes are then in foreign exchange mode and are then structured not to receive a payment of principal until the end of their reset period, the amount, if any, on deposit in the related accumulation account for the reset rate notes (exclusive of investment earnings) in reduction of the outstanding amount of the reset rate notes until they are paid in full;

1.

to the class A noteholders (other than the noteholders of the reset rate notes if a swap agreement with respect to interest payments to be made to such noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, ratably, without preference or priority of any kind, based on the amounts due and payable as the Class A Noteholders’ Interest Distribution Amount;

2.

if a swap agreement is then in effect for the reset rate noteholders with respect to interest payments to be made to such noteholders, to each Swap Counterparty, the amount of any swap interest payments due and payable by the trust (other than as paid to that Swap Counterparty under clause FIRST); and

3.

if any swap agreement with respect to the reset rate notes has been terminated, to the related Swap Counterparty, the amount of any swap termination payments due to such Swap Counterparty under the related swap agreement due to a swap termination event relating to a payment default by the trust, acceleration of the notes or the insolvency of the trust;

1.

if the reset rate notes are in foreign exchange mode, pro rata (1) to the class A noteholders (other than the holders of any reset rate notes then in foreign exchange mode), ratably, an amount sufficient to reduce the respective principal balances of those class A notes to zero, and (2) to the applicable currency Swap Counterparties an amount sufficient to reduce the U.S. Dollar equivalent principal balance of the reset rate notes then in foreign exchange mode to zero; or

2.

if the reset rate notes are then denominated in U.S. Dollars, pro rata to the class A noteholders, ratably, an amount sufficient to reduce the respective principal balances of those class A notes to zero;

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“Benchmark” means, initially, Compounded SOFR; provided, that if the administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

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“Benchmark Replacement” means, for any Interest Determination Date after the administrator has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the first alternative set forth in the order below that can be determined by the administrator, without obtaining the consent of any noteholders, as of the Benchmark Replacement Date;

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“Benchmark Replacement Adjustment” means, for any Interest Determination Date after the administrator has determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the first alternative set forth in the order below that can be determined by the administrator as of the Benchmark Replacement Date:

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“Benchmark Replacement Conforming Changes” means, in connection with any determination and calculation of the Benchmark Replacement, any technical, administrative or operational changes (including changes to the accrual period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors and other administrative matters) that the administrator decides in its reasonable discretion may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the administrator decides that adoption of any portion of such market practice is not administratively feasible or if the administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the administrator determines in its reasonable discretion is reasonably necessary).

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“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

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“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

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“Compounded SOFR” with respect to any U.S. Government Securities Business Day, means:

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“Corresponding Tenor” means, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding any business day adjustment) as the applicable tenor for the then-current Benchmark.

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“FRBNY” means the Federal Reserve Bank of New York.

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“FRBNY’s Website” means the website of the FRBNY, currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind or at such other page as may replace such page on the FRBNY’s website.

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“Interest Determination Date” means, for each accrual period, the second Business Day before the beginning of that accrual period.

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“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

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“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.

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“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

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“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.

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“SOFR” means, with respect to any date of determination, the secured overnight financing rate for the applicable tenor published on such date by the Federal Reserve Bank of New York, as the administrator of the Benchmark (or any successor administrator of the benchmark rate) on the website of the Federal Reserve Bank of New York, or any successor source.

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“SOFR Adjustment Conforming Changes” means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the accrual period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the administrator decides, from time to time, may be appropriate to adjust such SOFR rate in a manner substantially consistent with or conforming to market practice (or, if the administrator decides that adoption of any portion of such market practice is not administratively feasible or if the administrator determines that no market practice exists, in such other manner as the administrator determines is reasonably necessary).

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“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

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“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

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pay to noteholders the interest payable on the related distribution date; and

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reduce the outstanding principal amount of each class of notes then outstanding on the related distribution date to zero, taking into account all amounts then on deposit in any accumulation account.

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are then structured not to receive a payment of principal until the end of the related reset period, the outstanding principal balance of the reset rate notes will be deemed to have been reduced by any amounts on deposit, exclusive of any investment earnings, in the related accumulation account; and/or

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are then denominated in a non-U.S. Dollar currency, the U.S. Dollar equivalent of the then-outstanding principal balance of the reset rate notes will be determined based upon the exchange rate provided for in the related currency swap agreement or agreements.

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the minimum purchase amount described under “—Optional Purchase” above (plus any amounts owed to the servicer as carryover servicing fees); or

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the fair market value of the trust student loans as of the end of the related collection period.