FORM OF] SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Initial Sale Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • New York
These Sale Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”) dated as of [________], 20[__] among (i) Navient Funding, LLC (in such capacity, the “Seller”), (ii) Navient Student Loan Trust 20[__]-[__] (the “Purchaser” or the “Trust”), (iii) [________], 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 [________], 20[__] between the Seller and the Interim Eligible Lender Trustee, and (iv) [________], 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 [________], 20[__] between 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 P
FORM OF] INTERIM TRUST AGREEMENT between NAVIENT FUNDING, LLC, as the Depositor and not in its individual capacity but solely as the Interim Eligible Lender Trustee Dated as of [______], 20[__]Interim Trust Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of [______], 20[__], between NAVIENT FUNDING, LLC, a Delaware limited liability company (the “Depositor”), and [_______], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”).
FORM OF] SERVICING AGREEMENT among NAVIENT SOLUTIONS, INC., as Servicer, NAVIENT SOLUTIONS, INC., as Administrator, NAVIENT STUDENT LOAN TRUST 20[__]-[__], not in its individual capacity but solely as Eligible Lender Trustee and not in its individual...Servicing Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • New York
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:
FORM OF] PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • New York
ContractNavient Funding, LLC • December 23rd, 2015 • Asset-backed securities • New York
FORM OF] PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000Additional Purchase Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • New York
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of [________], 20[__] among (i) [SPE Seller] (“[SPE Seller]”), (ii) [________], not in its individual capacity but solely as Interim Eligible Lender Trustee (the “[SPE Seller] Eligible Lender Trustee”), for the benefit of [SPE Seller] under the [SPE Seller] Interim Trust Agreement dated as of [________], 20[__] between [SPE Seller] and the [SPE Seller] Eligible Lender Trustee, (iii) Navient Funding, LLC (“Funding”), (iv) [________], 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 [________], 20[__] 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 [SPE Seller] herein mean the [SPE Seller] Eligible Lender Trustee acting
FORM OF] INTERIM TRUST AGREEMENT between [SPE SELLER] and not in its individual capacity but solely as Eligible Lender Trustee for the benefit of [SPE Seller] Dated as of [_______], 20[__]Interim Trust Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • Delaware
INTERIM TRUST AGREEMENT (the “Agreement”), dated as of [_______], 20[__], between [SPE Seller] (“[SPE Seller]”) as the Purchaser and subsequent Seller of certain Loans, and [______], not in its individual capacity but solely as Eligible Lender Trustee (the “[SPE Seller] Eligible Lender Trustee”).
ContractAdministration Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • New York
FORM OF] AMENDED AND RESTATED TRUST AGREEMENT among NAVIENT FUNDING, LLC, as Depositor as Owner Trustee and not in its individual capacity but solely as Indenture Trustee acting as Certificate Paying Agent and Certificate RegistrarTrust Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT dated as of [________], 20[__], among NAVIENT FUNDING, LLC, a Delaware limited liability company, as the Depositor, [_______], as owner trustee (the “Owner Trustee”), and [_______], not in its individual capacity but solely as the indenture trustee (the “Indenture Trustee”), acting as the Certificate Paying Agent and Certificate Registrar hereunder.
Form of] Underwriting AgreementNavient Funding, LLC • December 23rd, 2015 • 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
FORM OF] ASSET REPRESENTATIONS REVIEW AGREEMENT among NAVIENT STUDENT LOAN TRUST 20__-_, as the Issuer NAVIENT SOLUTIONS, INC., as the Servicer, and as the Asset Representations Reviewer Dated as of ________, 20__Review Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of _____ (this “Agreement”), among (i) Navient Student Loan Trust 20__ –_, a Delaware statutory trust (the “Issuer”), (ii) Navient Solutions, Inc., a Delaware corporation (in such capacity, the “Servicer”), and ______, a ____ [corporation] (the “Asset Representations Reviewer”).
FORM OF] ELIGIBLE LENDER TRUST AGREEMENT between NAVIENT STUDENT LOAN TRUST 20[__]-[__] and not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Navient Student Loan Trust 20[__]-[__] Dated as of [________], 20[__]Lender Trust Agreement • December 23rd, 2015 • Navient Funding, LLC • Asset-backed securities • Delaware
