SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Sale Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of August 14, 2014 among Navient Funding, LLC (in such capacity, the “Seller”), Navient Student Loan Trust 2014-5 (the “Purchaser” or the “Trust”), and Deutsche Bank Trust Company Americas, 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 August 14, 2014 between the Seller and the Interim Eligible Lender Trustee, and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee on behalf of the Purchaser (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
NAVIENT STUDENT LOAN TRUST 2014-5 ADMINISTRATION AGREEMENT Dated as of August 14, 2014 Among NAVIENT FUNDING, LLC NAVIENT STUDENT LOAN TRUST 2014-5 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Eligible Lender Trustee NAVIENT SOLUTIONS, INC. as...Administration Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • New York
SERVICING AGREEMENT among NAVIENT SOLUTIONS, INC., as Servicer, NAVIENT SOLUTIONS, INC., as Administrator, NAVIENT STUDENT LOAN TRUST 2014-5, DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee...Servicing Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • New York
Navient Solutions, Inc. (in such capacity, the “Servicer”), a Delaware corporation, hereby agrees with (i) Navient Student Loan Trust 2014-5 (the “Issuer”), (ii) Deutsche Bank Trust Company Americas, a New York banking corporation, not in its individual capacity but solely in its capacity as eligible lender trustee (the “Eligible Lender Trustee”) under a trust agreement dated as of July 17, 2014, among Navient Funding, LLC, the Eligible Lender Trustee and Deutsche Bank Trust Company Delaware, as Delaware trustee (the “Delaware Trustee”), as amended and restated by an amended and restated trust agreement dated as of August 14, 2014 (the “Trust Agreement”), among Navient Funding, LLC, the Eligible Lender Trustee, the Delaware Trustee and Deutsche Bank National Trust Company, not in its individual capacity but solely in its capacity as the indenture trustee (the “Indenture Trustee”), under an indenture dated as of August 14, 2014 (the “Indenture”), among the Issuer, the Eligible Lender Tr
AMENDED AND RESTATED TRUST AGREEMENT among NAVIENT FUNDING, LLC, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee, DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual...Trust Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of August 14, 2014, among NAVIENT FUNDING, LLC, a Delaware limited liability company, as the Depositor, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as the eligible lender trustee (the “Eligible Lender Trustee”), DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as the Delaware Trustee, and DEUTSCHE BANK NATIONAL TRUST COMPANY, 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.
INTERIM TRUST AGREEMENT between NAVIENT FUNDING, LLC, as the Depositor and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of August 14, 2014Interim Trust Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of August 14, 2014, between NAVIENT FUNDING, LLC, a Delaware limited liability company (the “Depositor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of August 14, 2014 among (i) VL Funding LLC (“VL Funding”), (ii) Deutsche Bank Trust Company Americas, 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 August 14, 2014 between VL Funding and the VL Funding Eligible Lender Trustee, (iii) Navient Funding, LLC (“Funding”), (iv) Deutsche Bank Trust Company Americas, 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 August 14, 2014 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 El
INTERIM TRUST AGREEMENT between VL FUNDING LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of VL Funding LLC Dated as of August 14, 2014Interim Trust Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of August 14, 2014, between VL FUNDING LLC (“VL Funding”) as the Purchaser and subsequent Seller of certain Loans, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Eligible Lender Trustee (the “VL Funding Eligible Lender Trustee”).
INTERIM TRUST AGREEMENT between BLUE RIDGE FUNDING LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Blue Ridge Funding LLC Dated as of August 14, 2014Interim Trust Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • Delaware
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 L
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of August 14, 2014 among (i) Blue Ridge Funding LLC (“Blue Ridge Funding”), (ii) Deutsche Bank Trust Company Americas, 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 August 14, 2014 between Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee, (iii) Navient Funding, LLC (“Funding”), (iv) Deutsche Bank Trust Company Americas, 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 August 14, 2014 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
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Purchase Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of August 14, 2014 among Navient Credit Finance Corporation (“Navient CFC”), Navient Funding, LLC (“Funding”) and Deutsche Bank Trust Company Americas, 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 August 14, 2014 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.
Navient Funding, LLC Student Loan-Backed Notes Underwriting AgreementUnderwriting Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities • New York
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 princ
Pricing AgreementPricing Agreement • August 14th, 2014 • Navient Student Loan Trust 2014-5 • Asset-backed securities
