Common use of Priority of Distributions Clause in Contracts

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; (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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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:

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; (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 A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 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 Delaware 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 A-1 Noteholders until the Outstanding Amount of the Class A 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, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes is paid in full and reduced to zero, and secondfourth, 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

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; (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 A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 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 Delaware 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 A-1 Noteholders until the Outstanding Amount of the Class A 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, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes is paid in full and reduced to zero, and secondfourth, 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 2.8(g) 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (j) to Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (k) 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 Noteholders, until the principal balance of 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 Delaware 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; (il) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (km) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (j) to Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (k) 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 Noteholders, until the principal balance of 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 Delaware 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; (il) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (km) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses; provided, that any amount owing to the Interest Rate Cap Counterparty as a termination payment shall be paid from such remaining amounts prior to the payment to the Excess Distribution Certificateholder. Notwithstanding the foregoing:

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 each Swap Counterparty, any Swap Payments payable by the Issuer to such Swap Counterparty by the Issuer under the related Swap Agreement for such Distribution Date; (d) pro rata, based on the Class A NoteholdersNote Balance and the amount of any Swap Termination Payments due and payable by the Issuer to a Swap Counterparty under this clause (d): (i) to the Class A Noteholders for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of any kind among the classes of Class A Notes, according to the amounts due and payable on the Class A Notes for such interest; and (ii) to each Swap Counterparty, the amount of any Swap Termination Payments due to a Swap Counterparty under the related Swap Agreement due to (i) a Swap Termination Event or Event of Default (as defined in the related Swap Agreement) where the Issuer is the sole affected party or defaulting party, respectively, or (ii) a “Tax Event” or “Illegality” (each as defined in the related Swap Agreement), irrespective of which party is the affected party; provided, that if any amounts allocable to the Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Amount and Class A NoteholdersB Noteholers’ Interest Distribution Amount;Amount as of such Distribution Date, such amounts shall be applied to pay the portion, if any, of any Swap Termination Payments referred to above remaining unpaid (de) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount based on amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to ; until the Reserve Accountprincipal balance of such class is paid in full, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account BalanceClass A Noteholders’ Principal Distribution Amount; (f) sequentially, to the Class A A-1 Noteholders and Class A-2 Noteholders, in that order, until the principal balance of such class is paid in full, the any remaining 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 Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (i) to the Indenture Trustee, the Eligible Lender Trustee and the Delaware 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; (ij) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jk) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indentureeach Swap Counterparty, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any Swap Termination Payments owed by the Issuer to such distribution shall Swap Counterparty under the related Swap Agreement and not exceed payable in clause (d) above; (l) to any potential future cap counterparty under a potential future interest rate cap agreement, the Outstanding Amount amount of the Class A Notes or the Class B Notesany payment under such potential future interest rate cap agreement, 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 (km) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC TRUST’S REQUIRED CASH FLOW ALLOCATIONS]. 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 each Swap Counterparty, any Swap Payments payable by the Issuer to such Swap Counterparty by the Issuer under the related Swap Agreement for such Distribution Date;] (d) [pro rata, based on the Class A Note Balance and the amount of any Swap Termination Payments due and payable by the Issuer to a Swap Counterparty under this clause (d):] (i) to the Class A NoteholdersNoteholders for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of any kind among the classes of Class A Notes, according to the amounts due and payable on the Class A Notes for such interest; and (ii) [to each Swap Counterparty, the amount of any Swap Termination Payments due to a Swap Counterparty under the related Swap Agreement due to (i) a Swap Termination Event or Event of Default (as defined in the related Swap Agreement) where the Issuer is the sole affected party or defaulting party, respectively, or (ii) a “Tax Event” or “Illegality” (each as defined in the related Swap Agreement), irrespective of which party is the affected party; provided, that if any amounts allocable to the Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Amount and Class A B Noteholders’ Interest Distribution Amount;Amount as of such Distribution Date, such amounts shall be applied to pay the portion, if any, of any Swap Termination Payments referred to above remaining unpaid] (de) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount based on amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to ; until the Reserve Accountprincipal balance of such class is paid in full, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account BalanceClass A Noteholders’ Principal Distribution Amount; (f) sequentially, to the Class A A-1 Noteholders and Class A-2 Noteholders, in that order, until the principal balance of such class is paid in full, the any remaining 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 Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (i) to the Indenture Trustee, the Eligible Lender Trustee and the Delaware 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; (ij) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jk) in the event the Trust Student Loans are not sold pursuant [to Section 6.1(a) below or Section 4.4 of the Indentureeach Swap Counterparty, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any Swap Termination Payments owed by the Issuer to such distribution shall Swap Counterparty under the related Swap Agreement and not exceed payable in clause (d) above;] (l) [to any potential future cap counterparty under a potential future interest rate cap agreement, the Outstanding Amount amount of the Class A Notes or the Class B Notesany payment under such potential future interest rate cap agreement, 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 (km) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

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; (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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 2.8(g) 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

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; (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 Noteholders, Noteholders until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Quarterly Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly Distribution Date and all prior unpaid Administration Fees; (c) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3 and Class A-4 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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; (ji) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indentureany potential future cap counterparty under a potential future interest rate cap agreement, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any payment under such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notespotential future interest rate cap agreement, 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 (kj) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

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; (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 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 Delaware 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 A-1 Noteholders until the Outstanding Amount of the Class A 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 secondthird, 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 2.8(g) 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A Noteholders, (other than the Reset Rate Noteholders if a Cross-Currency Swap Agreement is in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect, to the related Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty (other than the Interest Rate Cap Swap Counterparty), the amount of any Swap Termination Payment due to that Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) sequentially, to the Class A-[·] Noteholders, the Class A-[·] Noteholders and the Class A-[·] Noteholders, in that order, until each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; provided, however, (i) if the Reset Rate Notes are then denominated in U.S. Dollars and bear interest at a fixed rate, such payments will be allocated to the Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the principal balance of the Reset Rate Notes to zero, and (ii) if the Reset Rate Notes are then in Foreign Exchange Mode, such payments either will be made to the related Swap Counterparty or Counterparties (if the Reset Rate Notes then bear interest at a floating rate) or will be allocated to the Accumulation Account (if the Reset Rate Notes then bear interest at a fixed rate) until the U.S. Dollar Equivalent Principal Amount of the Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the Accumulation Account; and for purposes of this subclause (f) the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the Accumulation Account); (g) to the Supplemental Interest Account, the Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to the Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullInvestment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties (other than the Interest Rate Cap Swap Counterparty), pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; (p) to the Interest Rate Cap Swap Counterparty, the amount of any termination payment due to the Interest Rate Cap Swap Counterparty by the Trust under the Interest Rate Cap Agreement; and (q) to the Excess Distribution Certificateholder (initially the Depositor or an Affiliate thereof), any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (f) or (m) above, (1) with respect to Reset Rate Notes bearing a fixed rate of interest or with respect to payments of principal for Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to Reset Rate Notes bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If a Cross-Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under such Cross-Currency Swap Agreement will be used to make payments to the Reset Rate Notes, in an amount in the applicable non-U.S. Dollar currency equal to the payment that the related Swap Counterparty would have made. If this occurs, the Trust will exchange U.S. Dollars for the applicable non-U.S. Dollar currency in order to make distributions to the Reset Rate Notes. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is are paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if the Reset Rate Notes are then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in the Accumulation Account, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and the Supplemental Interest Account Deposit Amount 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders’ Distribution Amount and the Supplemental Interest Account Deposit Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

Priority of Distributions. On each Distribution Date, the Indenture Trustee Administrator shall first make pay itself and the payments Indenture Trustee their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall next pay the Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it (in sub-clause its capacity as such or individually) under the Trust Agreement for the related Distribution Date, shall next pay the Eligible Lender Trustee its respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (z) below such Trustee Fees and other amounts not to exceed $30,000 per annum in the aggregate), and then shall to 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 ratably, without preference or priority of any kind among the classes of Class A Noteholders’ Interest Distribution AmountNotes, according to the amounts due and payable on the Class A Notes for such interest; (dc) if the Class B Interest Subordination Condition is not in effect, to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount; (d) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; (e) if the Class B Interest Subordination Condition is in effect, to the Class B Noteholders, the Class B Noteholders' Interest Distribution Amount; (f) On or after the Stepdown Date, to the Class B Noteholders until paid in full, the Class B Noteholders' Principal Distribution Amount; provided that (x) if a Trigger Event has occurred and is continuing and (y) any Class A Notes are Outstanding, then the remaining Available Funds will be distributed sequentially to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, in that order, until each such class is paid in full; (g) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fh) to the Class A NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fees; (g) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (hi) to the Indenture Trustee, the Indenture Administrator, the Owner Trustee, the Eligible Lender Trustee Trustee, the paying agent in Ireland and the Delaware Trustee, pro rata, based on amounts due, any unpaid Irish Stock Exchange (but only in respect of such paying agent's fees and expenses fees associated with listing the Class A Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under Section 6.7 of the Indenture or Sections 8.1 Basic Documents and 8.3 of not paid for 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;related Distribution Date; and (j) in to the event holder of the Trust Certificate (as identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing, if the Trust Student Loans are not sold pursuant to Section 6.1(a) below of this Agreement or Section 4.4 of the Indenture, the amount that would otherwise be paid to the holder of the Trust Certificate shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(d) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(f) 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee Administrator shall first make pay itself and the payments Indenture Trustee their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall next pay the Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it (in sub-clause its capacity as such or individually) under the Trust Agreement for the related Distribution Date, shall next pay the Eligible Lender Trustee its respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (z) below such Trustee Fees and other amounts not to exceed $30,000 per annum in the aggregate), and then shall to 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 ratably, without preference or priority of any kind among the classes of Class A Noteholders’ Interest Distribution AmountNotes, according to the amounts due and payable on the Class A Notes for such interest; (dc) if the Class B Interest Subordination Condition is not in effect, to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount; (d) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders and the Class A-6 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; (e) if the Class B Interest Subordination Condition is in effect, to the Class B Noteholders, the Class B Noteholders' Interest Distribution Amount; (f) On or after the Stepdown Date, to the Class B Noteholders until paid in full, the Class B Noteholders' Principal Distribution Amount; provided that (x) if a Trigger Event has occurred and is continuing and (y) any Class A Notes are Outstanding, then the remaining Available Funds will be distributed sequentially to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders and the Class A-6 Noteholders, in that order, until each such class is paid in full; (g) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fh) to the Class A NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fees; (g) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (hi) to the Indenture Trustee, the Indenture Administrator, the Owner Trustee, the Eligible Lender Trustee Trustee, the paying agent in Ireland and the Delaware Trustee, pro rata, based on amounts due, any unpaid Irish Stock Exchange (but only in respect of such paying agent's fees and expenses fees associated with listing the Class A Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under Section 6.7 of the Indenture or Sections 8.1 Basic Documents and 8.3 of not paid for 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;related Distribution Date; and (j) in to the event holder of the Trust Certificate (as identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing, if the Trust Student Loans are not sold pursuant to Section 6.1(a) below of this Agreement or Section 4.4 of the Indenture, the amount that would otherwise be paid to the holder of the Trust Certificate shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(d) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(f) 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture and then shall Administration Agreement 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (j) to Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (k) 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 Noteholders, until the principal balance of 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 Delaware 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; (il) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (km) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On (a) In accordance with Section 3.10 of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections, Advances, amounts received under the Hedge Agreement pursuant to, and in accordance with the priorities of, Section 3.28 and the Reserve Fund Payment Amount pursuant to Section 3.29, is as follows: (i) for payment by the Paying Agent to the Noteholders of the Class A Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date, (1) first from Principal Collections, Interest Collections and Advances up to the amount of interest accrued on the Class A Notes at a rate not in excess of the Weighted Average Net Loan Rate, and (2) second, from amounts received under the Hedge Agreement, interest accrued on the Class A Notes at the excess, if any of, the Note Rate over the Weighted Average Net Loan Rate but not in excess of the Net Funds Cap; (ii) for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date, (1) first from Principal Collections, Interest Collections and Advances up to the amount of interest accrued on the Class M-1 Notes at a rate not in excess of the Weighted Average Net Loan Rate, and (2) second, from amounts received under the Hedge Agreement, interest accrued on the Class M-1 Notes at the excess, if any of, the Note Rate over the Weighted Average Net Loan Rate but not in excess of the Net Funds Cap; (iii) for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date, (1) first from Principal Collections, Interest Collections and Advances up to the amount of interest accrued on the Class M-2 Notes at a rate not in excess of the Weighted Average Net Loan Rate, and (2) second, from amounts received under the Hedge Agreement, interest accrued on the Class M-2 Notes at the excess, if any of, the Note Rate over the Weighted Average Net Loan Rate but not in excess of the Net Funds Cap; (iv) for payment by the Paying Agent to the Noteholders of the Class B Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date, (1) first from Principal Collections, Interest Collections and Advances up to the amount of interest accrued on the Class B Notes at a rate not in excess of the Weighted Average Net Loan Rate, and (2) second, from amounts received under the Hedge Agreement, interest accrued on the Class B Notes at the excess, if any of, the Note Rate over the Weighted Average Net Loan Rate but not in excess of the Net Funds Cap; (v) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, from Interest Collections, Principal Collections and Advances, but not from amounts received under the Hedge Agreement or from amounts in the Reserve Account, the Principal Collection Distribution Amount for such Payment Date, to be allocated as follows: (a) first, the Class A Principal Distribution Amount to the Class A Notes until the Note Balance of the Class A Notes has been reduced to zero; (b) second, the Class M-1 Principal Distribution Amount to the Class M-1 Notes until the Note Balance of the Class M-1 Notes has been reduced to zero; (c) third, the Class M-2 Principal Distribution Amount to the Class M-2 Notes until the Note Balance of the Class M-2 Notes has been reduced to zero; and (d) fourth, the Class B Principal Distribution Amount to the Class B Notes until the Note Balance of the Class B Notes has been reduced to zero; (vi) for payment by the Paying Agent to the Noteholders of the Class A Notes, first, from amounts received under the Hedge Agreement and amounts received from the Reserve Account and, second, from Interest Collections, Principal Collections and Advances, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class A Notes pursuant to Section 3.05(c) hereof and not previously reimbursed) until the Note Balance of the Class A Notes has been reduced to zero; (vii) until such time as the Note Balance of the Class A Notes has been reduced to zero, first, from amounts received under the Hedge Agreement and amounts received from the Reserve Account and, second, from Interest Collections, Principal Collections and Advances, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class A Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts; (viii) for payment by the Paying Agent to the Noteholders of the Class M-1 Notes to the extent not paid to the Class A Notes on that Payment Date, first, from amounts received under the Hedge Agreement and amounts received from the Reserve Account and, second, from Interest Collections, Principal Collections and Advances, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed) until the Note Balance of the Class M-1 Notes has been reduced to zero; (ix) until such time as the Note Balance of the Class M-1 Notes has been reduced to zero, first, from amounts received under the Hedge Agreement and amounts received from the Reserve Account and, second, from Interest Collections, Principal Collections and Advances, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts; (x) for payment by the Paying Agent to the Noteholders of the Class M-2 Notes to the extent not paid to the Class A or Class M-1 Notes on that Payment Date, first, from amounts received under the Hedge Agreement and amounts received from the Reserve Account and, second, from Interest Collections, Principal Collections and Advances, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed) until the Note Balance of the Class M-2 Notes has been reduced to zero; (xi) until such time as the Note Balance of the Class M-2 Notes has been reduced to zero, first, from amounts received under the Hedge Agreement and amounts received from the Reserve Account and, second, from Interest Collections, Principal Collections and Advances, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts; (xii) for payment by the Paying Agent to the Noteholders of the Class B Notes to the extent not paid to the Class A, Class M-1 or Class M-2 Notes on that Payment Date, first, from amounts received under the Hedge Agreement and amounts received from the Reserve Account and, second, from Interest Collections, Principal Collections and Advances, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class B Notes pursuant to Section 3.05(c) hereof and not previously reimbursed) until the Note Balance of the Class B Notes has been reduced to zero; (xiii) until such time as the Note Balance of the Class B Notes has been reduced to zero, first, from amounts received under the Hedge Agreement and amounts received from the Reserve Account and, second, from Interest Collections, Principal Collections and Advances, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class B Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts; (xiv) for payment by the Paying Agent to the Noteholders of the Class A Notes, solely from Interest Collections, Principal Collections and Advances, the Overcollateralization Increase Amount, if any, until the Note Balance of the Class A Notes has been reduced to zero; (xv) for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, solely from Interest Collections, Principal Collections and Advances, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A Notes, until the Note Balance of the Class M-1 Notes has been reduced to zero; (xvi) for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, solely from Interest Collections, Principal Collections and Advances, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A or Class M-1 Notes, until the Note Balance of the Class M-2 Notes has been reduced to zero; (xvii) for payment by the Paying Agent to the Noteholders of the Class B Notes, solely from Interest Collections, Principal Collections and Advances, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A, Class M-1 or Class M-2 Notes, until the Note Balance of the Class B Notes has been reduced to zero; (xviii) for payment by the Paying Agent pursuant to the irrevocable instruction of the holders of the Class SB Certificates (as the parties otherwise entitled to such amounts as the owners of the REMIC II Regular Interests SB and the Hedge Agreement) as set forth in the Trust Agreement and incorporated herein, to the Noteholders of the Class A Notes, the Class M-1 Notes, the Class M-2 Notes and the Class B Notes, in that order, the amount of any Interest Carry Forward Amount related to such Class of Notes; (xix) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid, (xx) any remaining amounts received under the Hedge Agreement for such Payment Date, to be deposited in the Reserve Fund, to the extent such funds plus funds on deposit in the Reserve Fund prior to such deposit do not exceed the Reserve Fund Maximum, for use on later Payment Dates; and (xxi) any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, however, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (zv) below above shall be equal to the related Note Balance immediately prior to such Payment Date. Amounts distributed to the Noteholders pursuant to the above clauses (i) through (xvii) from Interest Collections, Principal Collections and Advances shall be treated for tax purposes as distributions with respect to the REMIC II Regular Interests A, M-1, M-2 and B respectively. Amounts distributed to the Noteholders from amounts received under the Hedge Agreement or from the Reserve Fund pursuant to clauses (vi) through (xiii) above shall be treated for tax purposes as payments pursuant to a "credit enhancement contract" as defined in Treasury Regulations Section 1.860G-2(c)(2). Amounts distributed to the Noteholders pursuant to clause (xviii) above shall be treated for tax purposes as having been distributed to the Class SB Certificateholders as the owners of REMIC II Regular Interest SB and then paid by them to the Noteholders pursuant to a notional principal contract for the payment of such amounts. On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders of any Class shall be paid in respect of the Servicer, Notes of that Class in accordance with the Primary Servicing Fee due on that Distribution Date; applicable percentage as set forth in paragraph (b) below. Interest on the Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Administrator, Noteholder of record thereof on the Administration Fee due on that Distribution immediately preceding Record Date and all prior unpaid Administration Fees; (c) by wire transfer 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; (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 Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) Principal of each Note shall be due and payable in full on the Delaware TrusteeFinal Payment Date as provided in the applicable form of Note set forth in Exhibits A-1, pro rataA-2, based A-3 and A-4. Accordingly, notwithstanding the order of priority set forth in Section 3.05(a)(i) through (v), on the Final Payment Date or on the Payment Date on which amounts due, any unpaid fees and expenses due under Section 6.7 paid by the Servicer in connection with the purchase of the Indenture or Sections 8.1 and 8.3 Mortgage Loans pursuant to Section 8.08 of the Trust AgreementServicing Agreement are distributed, all amounts available to be distributed to Noteholders and Certificateholders will be applied first to pay accrued and unpaid interest on the Class A Notes and then to pay principal in reduction of the Note Balance of the Class A Notes, until such Note Balance has been reduced to zero, and then to the Class M-1, Class M-2 and Class B Notes, in that order, in each case first to pay accrued and unpaid interest thereon and then to pay principal in reduction of the Note Balance of such Class, until its respective Note Balance has been reduced to zero, and then, as appropriate, shall be distributed in accordance with Sections 3.05(a)(vi) through (xxi). All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraph (a) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or other final Payment Date, as applicable, including, without limitation, any indemnity amounts, . Such notice shall be mailed or faxed no later than five Business Days prior to the extent Final Payment Date or such amounts have other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. (c) On each Payment Date, the amount of any Liquidation Loss Amounts with respect to the prior calendar month that were not been paid by the Administrator or paid distributed pursuant to sub-clause Sections 3.05(a)(vi), (zviii), (x) below; or (i) to the Servicerxii), 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 will be paid, applied as follows: first, to reduce any Overcollateralization Amount (after allocation of Principal Collections and Interest Collections on the Mortgage Loans for such Payment Date) until such amount has been reduced to zero; second, to reduce the Note Balance of the Class A Noteholders B Notes, until the Outstanding Amount Note Balance thereof has been reduced to zero; third, to reduce the Note Balance of the Class M-2 Notes, until the Note Balance thereof has been reduced to zero; fourth, to reduce the Note Balance of the Class M-1 Notes, until the Note Balance thereof has been reduced to zero; and fifth, to reduce the Note Balance of the Class A Notes is paid in full and reduced to zero, and second, 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 Note Balance of the Class A Notes or the Class B Notes, as applicable, after giving effect has been reduced 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:zero.

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any optional advances of delinquent principal and/or interest on the Mortgage Loans made by the Servicer in respect of the related Collection Period, any Policy Draw Amount deposited into the Note Payment Account (to be applied solely with respect to the payment of amounts described in clauses (ii), (iii) and (iv) under paragraph (a) of this Section 3.05) pursuant to Section 3.28(a), and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or the Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) to pay to the Enhancer, the premium for the Policy for such Payment Date and any previously unpaid premiums, with interest thereon as provided in the Insurance Agreement; (ii) for payment by the Paying Agent to the Noteholders of each Class of Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance or the Notional Amount in the case of the Class A-IO Notes, immediately prior to such Payment Date and interest due and unpaid on any Class of Notes for any prior Payment Date; (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (v) to the Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement; (vi) to the Class SB Certificates, an amount not greater than the Excess Capitalized Interest Requirement to be distributed in accordance Section 3.05(d) below; (vii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Noteholders, the Overcollateralization Increase Amount for such Payment Date, to be allocated to the Notes of each Class, other than the Class A-IO Notes, as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (viii) to pay to the Enhancer, any other amounts owed to the Enhancer pursuant to the Insurance Agreement; (ix) to pay any Interest Shortfalls for such Payment Date on any of the Class A-1 Notes, the Class A-3 Notes, the Class A-4 Notes or the Class A-5 Notes in the amounts set forth in Section 3.05(b); (x) to pay any previously unpaid Interest Shortfalls on the Class A-1 Notes, the Class A-3 Notes, the Class A-4 Notes or the Class A-5 Notes, with interest thereon at the respective Note Rate in the amounts set forth in Section 3.05(b); (xi) subject to Section 3.05(b), to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (xii) any remaining amount, including the amount of any Interest Shortfalls on the Class A-IO Notes for such Payment Date or any previous Payment Date and previously unpaid, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date an Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date (up to the outstanding Note Balance) will include all Liquidation Loss Amounts for such Payment Date and then shall make for all previous Payment Dates until paid or covered in full, to the following deposits and distributions extent that such Liquidation Loss Amounts are not otherwise covered by a Liquidation Loss Distribution Amount, a draw on the Policy or a reduction in the Overcollateralization Amount. On each Payment Date, the Paying Agent shall apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders of any Class shall be paid in respect of the Servicer, Notes of that Class in accordance with 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; applicable percentage as set forth in paragraph (c) to below. Interest on the Class A NoteholdersA-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-2 Notes, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B NoteholdersA-3 Notes, 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 Noteholders, until the principal balance of such class is paid in fullA-4 Notes, the Class A Noteholders’ Principal Distribution Amount; (g) A-5 Notes and the Class A-IO Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Class B Noteholders, until Noteholder of record thereof on the principal balance of immediately preceding Record Date by wire transfer to an account specified in writing by such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (h) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) Any payments of principal on the Notes shall be paid sequentially to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Delaware TrusteeClass A-5 Notes, pro ratain that order, based on amounts duein each case until the outstanding Note Balance of that class has been reduced to zero. On any Payment Date, any unpaid fees and expenses due under Section 6.7 distributions in respect of the payment of any Interest Shortfalls to the Class A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes or the Class A-IO Notes, shall be allocated to each such Class on a pro rata basis, in accordance with the amount of any such Interest Shortfalls on such Class of Notes. If Excess Spread on any Payment Date is not sufficient to cover Interest Shortfalls on all Classes of Notes for that Payment Date, amounts paid pursuant to clause (ix) will be reduced by the Class A-IO Note's pro rata share of amounts available, and those amounts will be paid to the Class A-IO Notes pursuant to clause (xii). Similarly, if Excess Spread available to be paid on any Payment Date is not sufficient to cover Interest Shortfalls on all Classes of Notes remaining unpaid from any previous Payment Date, amounts paid pursuant to clause (x) will be reduced by the Class A-IO Note's pro rata share of amounts available, and those amounts will be paid to the Class A-IO Notes pursuant to clause (xii). In addition, amounts paid pursuant to clause (xi) will be reduced by amounts payable to the Class A-IO Notes pursuant to clause (xii). (c) Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibit A. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or Sections 8.1 other final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and 8.3 any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. On each Payment Date, the Overcollateralization Amount available to cover any Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that such Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Amount or a payment in respect of Liquidation Loss Amounts). (d) With respect to each Payment Date during the Pre-Funding Period, the Indenture Trustee shall, pursuant to Section 3.10 of the Trust Agreement, as applicable, including, without limitation, deposit any indemnity amounts, amounts that would otherwise be paid 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 Class SB Certificates pursuant to Section 6.1(a) below or Section 4.4 of 3.05(a)(vi), up to the Indenture, on each subsequent Distribution Excess Capitalized Interest Requirement for such Payment Date, an accelerated payment of principal into the Capitalized Interest Account. Amounts deposited by the Indenture Trustee into the Capitalized Interest Account pursuant to this paragraph shall be paid, first, deposited on the same Payment Date and shall be deemed to have been distributed to the Class A Noteholders until the Outstanding Amount holder of the Class A Notes is paid in full and reduced to zero, and second, 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 SB Certificates in respect of principal their interest in REMIC III and deposited into the Capitalized Interest Account, pursuant to their instruction to the Indenture Trustee in Section 3.10 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:Trust Agreement.

Priority of Distributions. On each Distribution Date, the Indenture Trustee Administrator shall first make pay or reimburse itself and the payments in sub-clause (z) below Indenture Trustee for all amounts due under Section 6.7 of the Indenture to it and the Indenture Trustee, next to pay or reimburse the Owner Trustee for all amounts due to it under the Trust Agreement and then shall to 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 rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount; (e) sequentially to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and the Class A-5 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; (f) on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Distribution Date, to Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (ki) to the Excess Distribution Certificateholder (initially, Navient CFC)holder of the Trust Certificate, any remaining amounts after application of the preceding clauses; provided, that any amount owing to the Interest Rate Cap Counterparty as a termination payment shall be paid from such remaining amounts prior to the payment to the holder of the Trust Certificate. Notwithstanding the foregoing:

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; (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 A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 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 Delaware 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 A-1 Noteholders until the Outstanding Amount of the Class A 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, third to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes is paid in full and reduced to zero, and second, fourth 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 2.8(g) 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. (a) On each Distribution Date, the Indenture Trustee shall first make distribute the payments Interest Remittance Amount for such date 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 belowpriority: (ai) to the ServicerTrustee, the Primary Servicing Trustee Fee due on that for such Distribution Date; (bii) to the AdministratorCredit Risk Manager, the Administration Fee due on that Distribution Date and all prior unpaid Administration FeesCredit Risk Manager Fee; (ciii) to each Class of Class R Certificates, the Class R Interest Distribution Amount allocable thereto; (iv) to the Class A NoteholdersCertificates, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (dv) to the Class B NoteholdersM-1 Certificates, the Class B Noteholders’ M-1 Interest Distribution Amount, the Class M-1 Liquidation Loss Interest Amount and the Class M-1 Unpaid Liquidation Loss Interest Shortfall for such Distribution Date; (evi) to the Reserve AccountClass M-2 Certificates, the amountClass M-2 Interest Distribution Amount, if any, necessary to reinstate the balance of Class M-2 Liquidation Loss Interest Amount and the Reserve Account to the Specified Reserve Account BalanceClass M-2 Unpaid Liquidation Loss Interest Shortfall for such Distribution Date; (fvii) to the Class B-1 Certificates, the Class B-1 Interest Distribution Amount, the Class B-1 Liquidation Loss Interest Amount and the Class B-1 Unpaid Liquidation Loss Interest Shortfall for such Distribution Date; to the extent that amounts paid pursuant to this clause represent payments in respect of Class B-1 Excess Optimal Interest or the Class B-1 Excess Optimal Interest Carryforward Amount, such amounts shall be treated for tax purposes as having been distributed from REMIC II to the holder of REMIC II Regular Interest SB-IO (who will include such amounts in their gross income) and then paid pursuant to contract from such holder to the holder of the Class B-1 Certificates; (viii) to the Class B-2 Certificates, the Class B-2 Interest Distribution Amount, the Class B-2 Liquidation Loss Interest Amount and the Class B-2 Unpaid Liquidation Loss Interest Shortfall for such Distribution Date; to the extent that amounts paid pursuant to this clause represent payments in respect of Class B-2 Excess Optimal Interest or the Class B-2 Excess Optimal Interest Carryforward Amount, such amounts shall be treated for tax purposes as having been distributed from REMIC II to the holder of REMIC II Regular Interest SB-IO (who will include such amounts in their gross income) and then paid pursuant to contract from such holder to the holder of the Class B-2 Certificates; (ix) to the Class A NoteholdersCertificates, until the principal balance of any Interest Shortfalls for such class is paid Distribution Date and any unpaid Interest Shortfall for previous Distribution Dates, in fulleach case, relating to the Class A Noteholders’ Principal Distribution AmountCertificates; (gx) to the Class B NoteholdersM-1 Certificates, until the principal balance of any Interest Shortfalls for such class is paid Distribution Date and any unpaid Interest Shortfall for previous Distribution Dates, in fulleach case, relating to the Class B Noteholders’ Principal Distribution AmountM-1 Certificates; (hxi) to the Indenture TrusteeClass M-2 Certificates, any Interest Shortfalls for such Distribution Date and any unpaid Interest Shortfall for previous Distribution Dates, in each case, relating to the Class M-2 Certificates; (xii) to the Class B-1 Certificates, any Interest Shortfalls for such Distribution Date and any unpaid Interest Shortfall for previous Distribution Dates, in each case, relating to the Class B-1 Certificates; (xiii) to the Class B-2 Certificates, any Interest Shortfalls for such Distribution Date and any unpaid Interest Shortfall for previous Distribution Dates, in each case, relating to the Class B-2 Certificates; (xiv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(c), any such Interest Remittance Amount remaining for such Distribution Date. (b) On each Distribution Date the Trustee shall distribute the Formula Principal Distribution Amount for such date in the following order of priority: (i) the sum of the Class A Formula Principal Distribution Amount plus any Unpaid Class A Principal Shortfall, sequentially to (A) the Class R-I Certificates until the Class R-I Certificate Balance has been reduced to zero, (B) the Class R-II Certificates until the Class R-II Certificate Balance has been reduced to zero, and (C) the Class A Certificates until the Class A Certificate Balance has been reduced to zero; (ii) the sum of the Class M-1 Formula Principal Distribution Amount plus any Unpaid Class M-1 Principal Shortfall, to the Class M-1 Certificates until the Class M-1 Certificate Balance has been reduced to zero; (iii) the sum of the Class M-2 Formula Principal Distribution Amount plus any Unpaid Class M-2 Principal Shortfall, to the Class M-2 Certificates until the Class M-2 Certificate Balance has been reduced to zero; (iv) the sum of the Class B-1 Formula Principal Distribution Amount plus any Unpaid Class B-1 Principal Shortfall, to the Class B-1 Certificates until the Class B-1 Certificate Balance has been reduced to zero; (v) the sum of the Class B-2 Formula Principal Distribution Amount plus any Unpaid Class B-2 Principal Shortfall, to the Class B-2 Certificates until the Class B-2 Certificate Balance has been reduced to zero; and (vi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(c), any such Formula Principal Distribution Amount remaining for such Distribution Date. (c) On each Distribution Date, the Eligible Lender Trustee and shall distribute the Delaware Trustee, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 Monthly Excess Cashflow for such date in the following order of the Indenture or Sections 8.1 and 8.3 of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, priority (to the extent such amounts have not been paid by the Administrator or paid pursuant to sub-clause Section 4.02(a) or (z) below;b)): (i) to the ServicerClass A Certificates as a payment of principal, the aggregate unpaid amount of Unpaid Class A Principal Shortfall, until the Carryover Servicing Fee, if anyClass A Certificate Balance has been reduced to zero; (jii) to the Class A Certificates as a payment of principal, until the earlier of the time when the Overcollateralization Amount equals the Target Overcollateralization Amount or the Class A Certificate Balance has been reduced to zero; (iii) to the Class M-1 Certificates as a payment of principal, the Unpaid Class M-1 Principal Shortfall, until the Class M-1 Certificate Balance has been reduced to zero, (iv) to the Class M-1 Certificates, an amount equal to the sum of (i) the Class M-1 Liquidation Loss Interest Amount, (ii) the Class M-1 Unpaid Liquidation Loss Interest Shortfall and (iii) as a payment of principal, any Class M-1 Liquidation Loss Amount; (v) to the Class M-1 Certificates as a payment of principal, until the earlier of the time when the Overcollateralization Amount equals the Target Overcollateralization Amount or the Class M-1 Certificate Balance has been reduced to zero; (vi) to the Class M-2 Certificates as a payment of principal, the Unpaid Class M-2 Principal Shortfall, until the Class M-2 Certificate Balance has been reduced to zero; (vii) to the Class M-2 Certificates, an amount equal to the sum of (i) any Class M-2 Liquidation Loss Interest Amount, (ii) any Class M-2 Unpaid Liquidation Loss Interest Shortfall and (iii) as a payment of principal, any Class M-2 Liquidation Loss Amount; (viii) to the Class M-2 Certificates as a payment of principal, until the earlier of the time when the Overcollateralization Amount equals the Target Overcollateralization Amount or the Class M-2 Certificate Balance has been reduced to zero; (ix) to the Class B-1 Certificates as a payment of principal, the Unpaid Class B-1 Principal Shortfall, until the Class B-1 Certificate Balance has been reduced to zero, (x) to the Class B-1 Certificates, an amount equal to the sum of (i) any Class B-1 Liquidation Loss Interest Amount, (ii) any Class B-1 Unpaid Liquidation Loss Interest Shortfall and (iii) as a payment of principal, any Class B-1 Liquidation Loss Amount; (xi) the Class B-1 Certificates as a payment of principal, until the earlier of the time when the Overcollateralization Amount equals the Target Overcollateralization Amount or the Class B-1 Certificate Balance has been reduced to zero; (xii) to the Class B-2 Certificates as a payment of principal, the Unpaid Class B-2 Principal Shortfall, until the Class B-2 Certificate Balance has been reduced to zero, (xiii) to the Class B-2 Certificates, an amount equal to the sum of (i) any Class B-2 Liquidation Loss Interest Amount, (ii) any Class B-2 Unpaid Liquidation Loss Interest Shortfall and (iii) as a payment of principal, any Class B-2 Liquidation Loss Amount; (xiv) to the Class B-2 Certificates as a payment of principal, until the earlier of the time when the Overcollateralization Amount equals the Target Overcollateralization Amount or the Class B-2 Certificate Balance has been reduced to zero; and (xv) to the Class SB Certificates, any Overcollateralization Release Amounts, in reduction of the Certificate Balance of the Class SB Certificate applied as set forth in the event Preliminary Statement; (xvi) to the Trust Student Loans are not sold pursuant Class SB Certificates, interest thereon at the Pass-Through Rate applied as set forth in the Preliminary Statement; and (xvii) to Section 6.1(athe Class R-I Certificate, any remaining amount. (d) below or Section 4.4 of the Indenture, on On each subsequent Distribution Date, an accelerated payment the following amounts from the Interest Remittance Amount and Principal Remittance Amount, in the following order of principal priority, shall be paiddeemed to have been distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or shall be withdrawn from the Custodial Account and distributed to the holders of the Class R-I Certificates, as the case may be: (i) to the Holders of REMIC I Regular Interests I-LT1, I-LT2, I-LT3 and I-LT4, in an amount eq▇▇▇ ▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Interest on such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) on each Distribution Date, to the Holders of REMIC I Regular Interests I-LT1, I-LT2, I-LT3 and I-LT4, in an amount equ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Interest Remittance Amount and Principal Remittance Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows (except as provided below): (iii) (A) first, to the Class A Noteholders until the Outstanding Amount Holders of the Class A Notes is paid in full REMIC I Regular Interests I-LT2, REMIC I Regular Interests I-LT3 and reduced to zeroREMIC I Regular Interests I-LT4, and second, to the Class B Noteholders until the Outstanding Amount of I-LT2 Principal Distribution Amount, 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 I-LT3 Principal Distribution 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 I-LT4 Principal Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:Amount;

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any Policy Draw Amount deposited into the Note Payment Account pursuant to Section 3.28(a), and any payment under the Limited Reimbursement Agreement deposited therein pursuant to Section 3.30, is as follows: (i) for payment by the Paying Agent to the Noteholders of each Class of Notes, PRO RATA, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date; (ii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be paid to the Noteholders of the Class of Notes with the lowest numerical designation, until the Note Balance of such Class has been reduced to zero; (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be paid to the Noteholders of the Class of Notes with the lowest numerical designation, until the Note Balance of such Class has been reduced to zero; (iv) to pay to the Credit Enhancer, the Premium Amount for the Policy and any previously unpaid Premium Amounts, with interest thereon as provided in the Insurance Agreement, and to the designee or designees of the Credit Enhancer pursuant to Section 3.30, the amount of any monthly fee for the Limited Reimbursement Agreement, on a pro rata basis; (v) to the Credit Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement, provided, that no such reimbursement shall be made in respect of amounts that were paid to the Indenture Trustee under the Limited Reimbursement Agreement, or for which the Credit Enhancer is entitled to reimbursement under the Limited Reimbursement Agreement; (vi) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Overcollateralization Increase Amount for such Payment Date, to be paid to the Noteholders of the Class of Notes with the lowest numerical designation, until the Note Balance of such Class has been reduced to zero; (vii) to pay to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (ix) any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Credit Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (i) through (iii) above that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (zii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the portion allocable to the Notes of all Liquidation Loss Amounts for such Payment Date and then for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount or a draw on the Policy (up to the outstanding Note Balance). On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders shall be paid in respect of the Servicer, Notes in accordance with the Primary Servicing Fee due on that Distribution Date; applicable percentage as set forth in paragraph (b) below. Interest on the Class A-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Administrator, Noteholder of record thereof on the Administration Fee due on that Distribution immediately preceding Record Date and all prior unpaid Administration Fees; (c) by wire transfer 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; (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 Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Trustee and Note Register, the Delaware Trusteeamount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibit A. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraph (a) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or Sections 8.1 and 8.3 of the Trust Agreementother final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, includingunless such Note is then a Book-Entry Note, without limitationshall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. (c) On each Payment Date, the Overcollateralization Amount available to cover any indemnity amounts, Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFCAmount), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than to the Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to the Reset Rate Noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for the Reset Rate Notes with respect to interest payments to be made to the Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of interest at the related floating rate of interest due to each applicable Swap Counterparty under the related Swap Agreement; and (3) if applicable, to each Interest Rate Swap Counterparty, the amount of any Swap Termination Payment due to that Swap Counterparty under the related Swap Agreement due solely to a swap termination event resulting from payment default by the trust or insolvency of the trust; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, in that order, until the outstanding principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; and second, any remaining Class A Noteholders’ Principal Distribution Amount, to the Class A-5 Noteholders, until the outstanding principal balance of such class is paid in full; provided, however, (i) if on such Distribution Date the Class A-5 Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the Accumulation Account, until amounts on deposit therein are sufficient to reduce the Outstanding Amount of the Class A-5 Notes to zero, and (ii) if the Class A-5 Notes are in Foreign Exchange Mode, such payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if the Class A-5 Notes are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of the Class A-5 Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the Accumulation Account; provided further that for purposes of this priority second, the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the Accumulation Account; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in the event the Trust Student Loans are not sold pursuant to Section 6.1(aclause (d)(3) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, firstabove; (n) if applicable, to the Class A Noteholders until Remarketing Agents, any Remarketing Fees due and owing by the Outstanding Amount Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Class A Reset Rate Notes is paid in full and reduced to zero, and second, 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 second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (kp) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (d)(3), (f) or (m) above, (1) with respect to payments of interest on the Reset Rate Notes if the Reset Rate Notes bear a fixed rate of interest or with respect to payments of principal on the Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust as set forth in the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes if the Reset Rate Notes are then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on the Reset Rate Notes if the Reset Rate Notes are then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. Notwithstanding the foregoing:

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any advances of delinquent principal and/or interest on the Home Loans made by the Servicer in respect of the related Collection Period, any Policy Draw Amount deposited into the Note Payment Account (to be applied solely with respect to the payment of amounts described in clauses (ii), (iii) and (iv) under paragraph (a) of this Section 3.05) pursuant to Section 3.28(a), and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or the Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) to pay to the Enhancer, the Premium for the Policy for such Payment Date and any previously unpaid Premiums, with interest thereon as provided in the Insurance Agreement; (ii) for payment by the Paying Agent to the Noteholders of each Class of Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance or the Notional Amount in the case of the Class A-IO Notes, immediately prior to such Payment Date and interest due and unpaid on any Class of Notes for any prior Payment Date; (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (v) to the Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement; (vi) to the Class SB Certificates, an amount not greater than the Excess Capitalized Interest Requirement to be distributed in accordance Section 3.05(d) below; (vii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Noteholders, the Overcollateralization Increase Amount for such Payment Date, to be allocated to the Notes of each Class, other than the Class A-IO Notes, as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (viii) to pay to the Enhancer, any other amounts owed to the Enhancer pursuant to the Insurance Agreement; (ix) to pay any Interest Shortfalls for such Payment Date on any of the Class A-I notes, the Class A-II-1 notes, the Class A-II-5 notes or the Class A-II-6 notes; (x) to pay any previously unpaid Interest Shortfalls on the Class A-I notes, the Class A-II-1 notes, the Class A-II-5 notes or the Class A-II-6 notes, with interest thereon at the respective Note Rate; (xi) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (xii) any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date an Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date (up to the outstanding Note Balance) will include all Liquidation Loss Amounts for such Payment Date and then shall make for all previous Payment Dates until paid or covered in full, to the following deposits and distributions extent that such Liquidation Loss Amounts are not otherwise covered by a Liquidation Loss Distribution Amount, a draw on the Policy or a reduction in the Overcollateralization Amount. On each Payment Date, the Paying Agent shall apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders shall be paid in respect of the Servicer, Notes in accordance with 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; applicable percentage as set forth in paragraph (c) to below. Interest on the Class A NoteholdersA-II-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-I Notes, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B NoteholdersA-II-2 Notes, 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 Noteholders, until the principal balance of such class is paid in fullA-II-3 Notes, the Class A Noteholders’ Principal Distribution Amount; (g) to the Class B Noteholders, until the principal balance of such class is paid in fullA-II-4 Notes, the Class B Noteholders’ Principal Distribution Amount; (h) A-II-5 Notes, the Class A-II-6 Notes and the Class A-IO Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Noteholder of record thereof on the immediately preceding Record Date by wire transfer to an account specified in writing by such Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) On each Payment Date, distributions of principal to the Noteholders pursuant to clauses 3.05(a)(iii), (iv) and (vii) above, shall be allocated to the Class A-I Notes and (ii) the Class A-II Notes in the aggregate, in each case in proportion to the percentage of the Principal Collections derived from the related Loan Group with respect to such Payment Date, until the Note Balances of the Class A-I Notes or the Class A-II Notes have reduced to zero. After either the Class A-I Notes or the Class A-II Notes in the aggregate are reduced to zero, all principal payments will be distributed to the remaining Class or Classes of Notes until the Note Balances thereof have been reduced to zero, in accordance with the following paragraph. Any payments of principal allocable to the Class A-II Notes shall be paid first to the Class A-II-6 Notes, in an amount equal to the Class A-II-6 Principal Distribution Percentage of each such amount, and then to the Class A-II-1 Notes, the Class A-II-2 Notes, the Class A-II-3 Notes, the Class A-II-4 Notes, the Class A-II-5 Notes and the Delaware TrusteeClass A-II-6 Notes, in that order, in each case until the outstanding Note Balances thereof have been reduced to zero. (a) (ix) and (x) above to the Class A-I notes, the Class A-II-1 notes, the Class A-II-5 notes or the Class A-II-6 notes, shall be allocated to each such Class on a pro ratarata basis, based in accordance with the amount of any such Interest Shortfalls on amounts duesuch Class of Notes. (c) Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibit A. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, any unpaid fees and expenses due under Section 6.7 the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or other final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. On each Payment Date, the Overcollateralization Amount available to cover any Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that such Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Amount). (d) With respect to each Payment Date during the Pre-Funding Period, the Indenture or Sections 8.1 and 8.3 Trustee shall, pursuant to Section 3.10 of the Trust Agreement, as applicable, including, without limitation, deposit any indemnity amounts, amounts that would otherwise be paid 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 Class SB Certificates pursuant to Section 6.1(a) below or Section 4.4 of 3.05(a)(vi), up to the Indenture, on each subsequent Distribution Excess Capitalized Interest Requirement for such Payment Date, an accelerated payment of principal into the Capitalized Interest Account. Amounts deposited by the Indenture Trustee into the Capitalized Interest Account pursuant to this paragraph shall be paid, first, deposited on the same Payment Date and shall be deemed to have been distributed to the Class A Noteholders until the Outstanding Amount holder of the Class A Notes is paid in full and reduced to zero, and second, 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 SB Certificates in respect of principal their interest in REMIC III and deposited into the Capitalized Interest Account, pursuant to their instruction to the Indenture Trustee in Section 3.10 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:Trust Agreement.

Priority of Distributions. On each Quarterly Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly Distribution Date and all prior unpaid Administration Fees; (c) pro rata, to the Auction Agent and to the Broker-Dealers for their respective fees that are due and payable on such Quarterly Distribution Date to the extent such Quarterly Distribution Date is also an Auction Rate Distribution Date; (d) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount;; Administration Agreement (de) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; provided that if such Quarterly Distribution Date is not also an Auction Rate Distribution Date, no amounts will be paid or allocated at this clause (e) to the Auction Rate Notes; (ef) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4, Class A-5 and Class A-6 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (g) on each Quarterly Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Quarterly Distribution Date, to the Class B-1 Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (h) any remaining Class B Noteholders’ Principal Distribution Amount, to the Class B-2 Notes (in even lots of $50,000), until the principal balance of such class is paid in full; provided that if such Quarterly Distribution Date is not also an Auction Rate Distribution Date, all amounts allocated with respect to the Class B-2 Notes will be deposited into the Future Distribution Account for payment on the next Auction Rate Distribution Date; (i) 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 Noteholders, until the principal balance of 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 Delaware 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; (ij) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jk) in to the event the Trust Student Loans are Auction Rate Noteholders, any Carryover Amounts; provided that if such Quarterly Distribution Date is not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indenture, on each subsequent also an Auction Rate Distribution Date, an accelerated payment of principal shall be paid, first, all amounts allocated with respect to the Class A Noteholders until class of Auction Rate Notes will be deposited into the Outstanding Amount of Future Distribution Account for payment on the Class A Notes is paid in full and reduced to zero, and second, 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 next Auction Rate Distribution Date; and (kl) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. On each Quarterly Distribution Date, amounts on deposit in the Future Distribution Account that were allocated pursuant to Section 2.8A below to the payment of clauses (a), (b), (c) and (d) above on the three immediately preceding Monthly Allocation Dates will be withdrawn from the Future Distribution Account and used to make such payments to the applicable parties before Available Funds or other available funds for payment of such amounts are utilized. Notwithstanding the foregoing:

Priority of Distributions. On each Quarterly Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly Distribution Date and all prior unpaid Administration Fees; (c) pro rata, to the Auction Agent and to the Broker-Dealers for their respective fees that are due and payable on such Quarterly Distribution Date to the extent such Quarterly Distribution Date is also an Auction Rate Distribution Date; (d) pro rata, based on the aggregate principal balance of the Class A Notes (other than the Class A-4B Notes), the U.S. Dollar equivalent of the aggregate principal balance of the Class A-4B Notes, and the amount of any Swap Termination Payment and Trust Swap Payment due and payable by the Trust to the Currency Swap Counterparty under this clause (d): (1) to the Class A Noteholders (other than the Class A-4B Noteholders), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) to the Currency Swap Counterparty (in exchange for the amount of interest due on the Class A-4B Notes), the amount of interest payable by the Trust on such Quarterly Distribution Date to the Currency Swap Counterparty at the Class A-4B Rate for the related Accrual Period on the U.S. Dollar Notional Principal Balance of the Class A-4B Notes; and (3) to the Currency Swap Counterparty, the amount of any Swap Termination Payment due to the Currency Swap Counterparty under the Currency Swap due to a Swap Termination Event resulting from a payment default by the Trust or the insolvency of the Trust; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount as of such Quarterly Distribution Date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment referred to above in this clause (d)(3) remaining unpaid; Administration Agreement (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the aggregate principal balance of the Class B Notes; provided that if such Quarterly Distribution Date is not also an Auction Rate Distribution Date, no amounts will be paid or allocated at this clause (e) to the Auction Rate Notes; (ef) sequentially, to the Class A-1, Class A-2 and Class A-3 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (g) any remaining Class A Noteholders’ Principal Distribution Amount, allocated, pro rata (based on the principal balance of the Class A-4A Notes and the U.S. Dollar equivalent of the principal balance of the Class A-4B Notes) to: (A) the Class A-4A Noteholders until the principal balance of such class is paid in full; and (B) the Currency Swap Counterparty (in exchange for the amount of principal due to the Class A-4B Noteholders), until the Currency Swap Counterparty has, with respect to principal, been paid the U.S. Dollar Notional Principal Balance of the Class A-4B Notes; and then (h) to the Class A-5 Noteholders, until the principal balance of such class is paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) on each Quarterly Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Quarterly Distribution Date, to the Class B-1 Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) any remaining Class B Noteholders’ Principal Distribution Amount, pro rata, to the Class B-2A Notes and Class B-2B Notes (and in the case of the Class B-2B Notes in even lots of $50,000), until the principal balance of each such class is paid in full; provided that if such Quarterly Distribution Date is not also an Auction Rate Distribution Date, all amounts allocated with respect to the Class B-2B Notes will be deposited into the Future Distribution Account for payment on the next Auction Rate Distribution Date; (k) 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 Noteholders, until the principal balance of 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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) in to the event the Trust Student Loans are Auction Rate Noteholders, any Carry-over Amounts; provided that if such Quarterly Distribution Date is not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indenture, on each subsequent also an Auction Rate Distribution Date, an accelerated payment of principal shall be paid, first, all amounts allocated with respect to the Class A Noteholders until class of Auction Rate Notes will be deposited into the Outstanding Amount of Future Distribution Account for payment on the Class A Notes is paid in full and reduced to zero, and second, next Auction Rate Distribution Date; Administration Agreement (n) to the Class B Noteholders until the Outstanding Amount of the Class B Notes is paid in full and reduced to zeroCurrency Swap Counterparty, as set forth in Section 2.8 above; provided that the amount of such distribution shall any Swap Termination Payments due to the Currency Swap Counterparty, not exceed the Outstanding Amount of the Class A Notes or the Class B Notes, as applicable, after giving effect to all other payments payable in respect of principal of the Class A Notes and the Class B Notes to be made on such Distribution Dateclause (d)(3) above; and (ko) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. On each Quarterly Distribution Date, amounts on deposit in the Future Distribution Account that were allocated pursuant to Section 2.8A below to the payment of clauses (a), (b), (c) and (d) above on the three immediately preceding Monthly Allocation Dates will be withdrawn from the Future Distribution Account and used to make such payments to the applicable parties before Available Funds or other available funds for payment of such amounts are utilized. Amounts that would be paid to the Currency Swap Counterparty pursuant to clauses (d) and (f) above will be determined on the third business day preceding each Distribution Date and will be paid by the Trust to the Currency Swap Counterparty on the third business day preceding each Quarterly Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to the Currency Swap Counterparty and a replacement Currency Swap is procured by the Trust under which the replacement Currency Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Currency Swap Counterparty to the extent that a payment is owed by the Trust to the Currency Swap Counterparty. If after making that payment, the original Currency Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (n) above. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to the Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to the Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to the Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to the Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) 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 Noteholders, until the principal balance of 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 Delaware 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; (ik) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (kl) to the extent not applied to make an upfront or other payment to an interest rate cap counterparty under an interest rate cap agreement pursuant to Section 2.1(cc) hereof, to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:: Administration Agreement

Priority of Distributions. On each Quarterly 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly 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; (d) to the Class B A Noteholders, until the principal balance of such class is paid in full, the Class B A Noteholders’ Interest Principal 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 Noteholders, until the principal balance of 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 Delaware 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; (ig) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jh) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indentureany potential future cap counterparty under a potential future interest rate cap agreement, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any payment under such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notespotential future interest rate cap agreement, 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 (ki) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Administration Agreement Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than any class of Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to such Reset Rate Noteholders is then in effect), the Class A Noteholders’ ' Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for any class of Reset Rate Notes with respect to interest payments to be made to such Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each applicable Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty (other than the Interest Rate Cap Swap Counterparty), the amount of any Swap Termination Payment due to such Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders' Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, in that order, until the Outstanding Principal Balance of each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; and second, any remaining Class A Noteholders' Principal Distribution Amount, sequentially, to the Class A-5 and Class A-6 Noteholders, in that order, until the Outstanding Principal Balance of each such Class is paid in full; provided, however, (i) with respect to the Reset Rate Notes, if any class of Reset Rate Notes is then denominated in U.S. Dollars and is then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the Outstanding Amount of that class of Reset Rate Notes to zero, and (ii) with respect to any class of Reset Rate Notes, if in Foreign Exchange Mode, such payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if such class of Reset Rate Notes is then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of such class of Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the related Accumulation Account; provided that for purposes of this priority second, the Outstanding Amount of any class of Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in any related Accumulation Account; and provided, further, that on any Reset Date on which both classes of Reset Rate Notes are successfully remarketed, this priority second may be changed from a sequential to a pro rata allocation (or vice versa), and such allocation may not be changed again until the next Reset Date on which both classes of Reset Rate Notes are successfully remarketed; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of any class of Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (p) to the Excess Distribution Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (f) or (m) above, (1) with respect to payments of interest on any class of Reset Rate Notes if then bearing a fixed rate of interest or with respect to payments of principal on any class of Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of any class of Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on any class of Reset Rate Notes if then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If a Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under the related Currency Swap Agreement will be used to make payments to the related class of Reset Rate Noteholders in an amount in Euros or any other applicable non-U.S. Dollar currency equal to the payment that would have been made by the related Swap Counterparty to the Trust. If this occurs, the Trust will exchange U.S. Dollars for Euros or any other applicable non-U.S. Dollar currency in order to make distributions to the related class of Reset Rate Noteholders. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if any class of Reset Rate Notes is then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in any Accumulation Account, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and any Supplemental Interest Account Deposit Amount(s) 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders' Distribution Amount and the Supplemental Interest Account Deposit Amount(s) before any amounts are applied to the payment of the Class B Noteholders' Distribution Amount.

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any optional advances of delinquent principal and/or interest on the Home Loans made by the Servicer in respect of the related Collection Period and any Insured Amount deposited into the Note Payment Account pursuant to Section 3.28(a), is as follows: (i) to pay to the Credit Enhancer, the Premium for the Policy for such Payment Date and any previously unpaid Premiums, with interest thereon as provided in the Insurance Agreement; (ii) for payment by the Paying Agent to the Noteholders of each Class of Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid on any Class of Notes for any prior Payment Date; provided that Principal Collections will not be used to make payments pursuant to this clause (ii); (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (v) to the Credit Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement; (vi) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Overcollateralization Increase Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (vii) to pay to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (ix) any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Credit Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the portion allocable to the Notes of all Liquidation Loss Amounts for such Payment Date and then for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount or a draw on the Policy (up to the outstanding Note Balance). On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders shall be paid in respect of the Servicer, Notes in accordance with 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; applicable percentage as set forth in paragraph (c) below. Interest on the Notes, other than the Class A-1 Notes, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Class A Noteholders, Noteholder of record thereof on the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) immediately preceding Record Date by wire transfer 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 Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Trustee and Note Register, the Delaware Trusteeamount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. On each Payment Date, distributions of principal to the Noteholders pursuant to clauses 3.05(a)(iii), (iv) and (vi) above, shall be allocated sequentially to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class A-5 Notes, in that order, until the related Note Balance thereof has reduced to zero. Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibit A. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or Sections 8.1 and 8.3 of the Trust Agreementother final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, includingunless such Note is then a Book-Entry Note, without limitationshall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. On each Payment Date, the Overcollateralization Amount available to cover any indemnity amounts, Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFCAmount), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than any class of Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to such Reset Rate Noteholders is then in effect), the Class A Noteholders’ ' Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for any class of Reset Rate Notes with respect to interest payments to be made to such Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each applicable Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty (other than the Interest Rate Cap Swap Counterparty), the amount of any Swap Termination Payment due to such Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders' Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 Noteholders, in that order, until the outstanding principal balance of each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; and second, any remaining Class A Noteholders' Principal Distribution Amount, (i) to the Class A-4 Noteholders, until the outstanding principal balance of such class is paid in full, then (ii) pro rata, to the Class A-5A and Class A-5B Noteholders, until the outstanding principal balance of each such class is paid in full, then (iii) pro rata, to the Class A-6A and Class A-6B Noteholders, until the outstanding principal balance of each such class is paid in full, then (iv) pro rata, to the Class A-7A and Class A-7B Noteholders, until the outstanding principal balance of each such class is paid in full, then (v) to the Class A-8 Noteholders, until the outstanding principal balance of such class is paid in full; provided, however, (i) with respect to the Reset Rate Notes, if any class of Reset Rate Notes is then denominated in U.S. Dollars and is then structured not to receive a payment of principal until the end of the related Reset Period (including the Class A-5A Notes, the Class A-5B Notes, the Class A-6A Notes, the Class A-6B Notes, the Class A-7A Notes and the Class A-7B Notes during their respective initial Reset Periods), such payments will be allocated to the related Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the Outstanding Amount of that class of Reset Rate Notes to zero, and (ii) with respect to any class of Reset Rate Notes, if in Foreign Exchange Mode, such payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if such class of Reset Rate Notes is then structured not to receive a payment of principal until the end of the related Reset Period (including the Class A-4 Notes during their initial Reset Period), such payments will be allocated to the related Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of such class of Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the related Accumulation Account; provided that for purposes of this priority second, the Outstanding Amount of any class of Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in any related Accumulation Account; and provided, further, that on any Reset Date on which two or more applicable classes of Reset Rate Notes are successfully remarketed, this priority second may be changed from a sequential to a pro rata allocation (or vice versa), and such allocation may not be changed again until the next Reset Date on which both classes of Reset Rate Notes are successfully remarketed; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of any class of Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (p) to the Excess Distribution Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (f) or (m) above, (1) with respect to payments of interest on any class of Reset Rate Notes if then bearing a fixed rate of interest or with respect to payments of principal on any class of Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of any class of Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on any class of Reset Rate Notes if then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If a Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under the related Currency Swap Agreement will be used to make payments to the related class of Reset Rate Noteholders in an amount in Euros, Pounds Sterling or any other applicable non-U.S. Dollar currency equal to the payment that would have been made by the related Swap Counterparty to the Trust. If this occurs, the Trust will exchange U.S. Dollars for Euros, Pounds Sterling or any other applicable non-U.S. Dollar currency in order to make distributions to the related class of Reset Rate Noteholders. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if any class of Reset Rate Notes is then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in any Accumulation Account, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and any Supplemental Interest Account Deposit Amount(s) 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders' Distribution Amount and the Supplemental Interest Account Deposit Amount(s) before any amounts are applied to the payment of the Class B Noteholders' Distribution Amount.

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections, Interest Collections and draws under the Policy for such Payment Date in the Note Payment Account, any optional Servicer Advances in respect of the related Collection Period and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) first, to pay to the Enhancer, the Premium for the Policy for such Payment Date and any previously unpaid Premiums, with interest thereon as provided in the Insurance Agreement; (ii) second, for payment by the Paying Agent to the Noteholders of each Class of Notes, pro rata, interest for the related Interest Period at the related Note Rate on the related Note Balance, or the Notional Amount in the case of the Class A-IO Notes, immediately prior to such Payment Date, and interest due and unpaid pursuant to this clause on each Class of Notes for any prior Payment Date plus interest on such unpaid amounts at the related Note Rate (to the extent that amounts paid to the Class A-IO Certificates pursuant to this paragraph represent payment of any Class A-IO Net Funds Amount, such amounts shall be treated for tax purposes as having been paid pursuant to the irrevocable instruction of the Class SB Certificateholders as the parties otherwise entitled to such amounts as the owners of the REMIC III Regular Interest SB-IO, as set forth in the Trust Agreement and incorporated herein); (iii) third, for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date to be allocated to each Class of Notes as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) fourth, for payment by the Paying Agent to each Class of Notes, as a distribution of principal on the Notes, in the priority set forth in section 3.05(b), an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Notes pursuant to Section 3.05(c) hereof) until the Note Balance of each Class of Notes has been reduced to zero; (v) fifth, so long as no Enhancer Default has occurred and is continuing, to the Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement; (vi) sixth, for payment by the Paying Agent to each Class of Notes then outstanding, to pay any Liquidation Loss Amounts, pro rata, among the then outstanding Classes of Notes, allocated to the reduction of the Note Balance of such Class of Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (vii) seventh, on each Payment Date occurring on or after the Payment Date in March 2005, for payment by the Paying Agent to the Noteholders of the Class of Notes in the priority set forth in Section 3.05(b), the Overcollateralization Increase Amount, if any, until the Note Balance of each Class of Notes has been reduced to zero; (viii) eighth, to pay to the Enhancer, any other amounts owed to the Enhancer pursuant to the Insurance Agreement; (ix) ninth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; (x) tenth, after application of all Hedge Payments with respect to such Payment Date, from Excess Spread remaining after the distributions pursuant to clauses (i) through (ix), to pay each Class of Notes (other than the Class A-IO Notes) and for payment by the Paying Agent pursuant to the irrevocable instruction of the holders of the Class SB Certificates (as the parties otherwise entitled to such amounts as the owners of the REMIC III Regular Interests SB) as set forth in the Trust Agreement and incorporated herein, to the Class A-IO Noteholders, pro rata in accordance with their respective amounts of Interest Carry Forward Amounts, and (xi) eleventh, any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, however, that in the event that on a Payment Date an Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) and (vi) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the portion allocable to the Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount or a draw on the Policy (up to the outstanding Note Balance). Amounts distributed to the Noteholders (other than the Class A-IO Notes) pursuant to the above clauses (ii), (iii), (iv), (vi) and (vii) from Interest Collections, Principal Collections and Advances shall be treated for tax purposes as distributions with respect to the REMIC III Regular Interests A-1, A-2, A-3, A-4, A-5 and A-6, respectively. Amounts dis▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ass A-IO Noteholders pursuant to clauses (ii) and (x) above shall be treated for tax purposes as follows: Amounts distributed pursuant to clause (ii) shall be treated as having been distributed to the REMIC III Regular Interest A-IO to the extent that they represent interest at the REMIC III Remittance Rate and as having been distributed to the REMIC III Regular Interest SB-IO to the extent, if any, that they represent the Class A-IO Net Funds Amount. Amounts distributed pursuant to clause (x) shall be treated as having been distributed to the REMIC III Regular Interest SB-IO. Amounts treated as having been distributed to the Class SB Certificateholders as the owners of REMIC III Regular Interest SB-IO shall be treated as then paid by the Class SB Certificateholders to the Class A-IO Noteholders pursuant to a notional principal contract for the payment of such amounts. On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders of any Class shall be paid in respect of the Servicer, Notes of that Class in accordance with the Primary Servicing Fee due on that Distribution Date; applicable percentage as set forth in paragraph (b) to the Administrator, the Administration Fee due below. Interest on that Distribution Date and all prior unpaid Administration Fees; (c) to each Class of the Class A NoteholdersA-1 and Class A-2 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-3 Notes, the Class A Noteholders’ Interest Distribution AmountA-4 Notes, pro rata based Class A-5 Notes, Class A-6 Notes and the Class A-IO Notes will be computed on amounts the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable as Class A Noteholders’ Interest Distribution Amount; (d) on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Class B Noteholders, Noteholder of record thereof on the Class B Noteholders’ Interest Distribution Amount; (e) immediately preceding Record Date by wire transfer 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 Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee and shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Delaware TrusteeCode. (b) The Principal Distribution Amount distributable pursuant to Section 3.05(a)(iii), pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 Liquidation Loss Distribution Amounts distributable to the holders of the Indenture or Sections 8.1 Notes pursuant to Section 3.05(a)(iv) and 8.3 Overcollateralization Increase Amounts distributable to the holders 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 Notes pursuant to sub-clause (zSection 3.05(a)(vii) below;will be distributed as follows: (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 Noteholders A-6 Notes, an amount equal to the Class A-6 Lockout Distribution Amount for that payment date, until the Outstanding Amount of the Class A Notes is paid in full and Note Balance thereof has been reduced to zero, and ; and (ii) second, to the Class B Noteholders A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6, Notes, in that order, in each case until the Outstanding Note Balance thereof has been reduced to zero; provided, however, that if an Enhancer Default has occurred and is continuing, payments of principal on the Notes (other than the Class A-IO Notes) will be paid pro rata to the outstanding Classes of Notes. Principal of each Note (other than the Class A-IO Notes) shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibits A-1 and A-2. The Class A-IO Notes shall not be entitled to payments of principal. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or other final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. (c) On each Payment Date, the Overcollateralization Amount available to cover any Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that such Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Amount). In the event that an Enhancer Default has occurred and is continuing, on each Payment Date, the amount of any Liquidation Loss Amounts with respect to the prior calendar month that were not distributed pursuant to Sections 3.05(a)(iv) will be applied as follows: first, to reduce any Overcollateralization Amount (after allocation of Principal Collections and Interest Collections on the Mortgage Loans for such Payment Date) until such amount has been reduced to zero; and second, to reduce the Note Balance of each Class of Class A Notes (other than the Class A-IO Notes) then outstanding, pro rata, until the Note Balance of each Class of Class A Notes has been reduced to zero. (d) On each Payment Date, the Indenture Trustee shall apply any Class A-1 Hedge Payments first as a payment to the Holders of the Class B A-1 Notes is paid in full and reduced an amount not to zero, exceed the Interest Carryforward Amount on the Class A-1 Notes as set forth in Section 2.8 above; provided that the amount of such distribution shall not exceed Payment Date, and the Outstanding Amount remainder to the Certificate Paying Agent for payment to the Holders of the Class A Notes or SB Certificates. On each Payment Date, the Indenture Trustee shall apply any Class B Notes, A-2 Hedge Payments first as applicable, after giving effect a payment to all other payments in respect of principal the Holders of the Class A A-2 Notes in an amount not to exceed the Interest Carryforward Amount on the Class A-2 Notes as of such Payment Date, and the Class B Notes to be made on such Distribution Date; and (k) remainder to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application Certificate Paying Agent for payment to the Holders of the preceding clauses. Notwithstanding the foregoing:Class SB Certificates.

Priority of Distributions. On (a) In accordance with Section 3.10 of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections, Interest Collections and Advances (and with respect to clauses (i)(B) and (xx) below, from amounts received under the Hedge Agreement) is as follows: (i) first, (A) for payment by the Paying Agent to the Noteholders of each Class of Class A Notes, pro rata, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date, and interest due and unpaid pursuant to this clause on each Class of Class A Notes for any prior Payment Date and (B) for payment by the Paying Agent pursuant to the irrevocable instruction of the holders of the Class SB Certificates (as the parties otherwise entitled to such amounts as the owners of the REMIC II Regular Interest SB-IO, the REMIC II Regular Interest SB-PO and the Hedge Agreement) as set forth in the Trust Agreement and incorporated herein, to the holders of the Class A-1 Notes, any Interest Carryforward Amount for such Payment Date; (ii) second, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class M-1 Notes for any prior Payment Date, (iii) third, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class M-2 Notes for any prior Payment Date, (iv) fourth, for payment by the Paying Agent to the Noteholders of the Class B Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class B Notes for any prior Payment Date, (v) fifth, for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated as follows: (a) first, the Class A Principal Distribution Amount to be allocated to each Class of Class A Notes as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (b) second, the Class M-1 Principal Distribution Amount to the Class M-1 Notes until the Note Balance of the Class M-1 Notes has been reduced to zero; (c) third, the Class M-2 Principal Distribution Amount to the Class M-2 Notes until the Note Balance of the Class M-2 Notes has been reduced to zero; and (d) fourth, the Class B Principal Distribution Amount to the Class B Notes until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, for payment by the Paying Agent to each Class of Class A Notes in the priority set forth in section 3.05(b), an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class A Notes pursuant to Section 3.05(c) hereof) until the Note Balance of each Class of Class A Notes has been reduced to zero; (vii) seventh, for payment by the Paying Agent to each Class of Class A Notes then outstanding, to pay any Liquidation Loss Amounts, pro rata, among the then outstanding Classes of Class A Notes, allocated to the reduction of the Note Balance of such Class of Class A Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (viii) eighth, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes to the extent not paid to the Class A Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class M-1 Notes has been reduced to zero; (ix) ninth, until such time as the Note Balance of the Class M-1 Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (x) tenth, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes to the extent not paid to the Class A or Class M-1 Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class M-2 Notes has been reduced to zero; (xi) eleventh, until such time as the Note Balance of the Class M-2 Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (xii) twelfth, for payment by the Paying Agent to the Noteholders of the Class B Notes to the extent not paid to the Class A, Class M-1 or Class M-2 Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class B Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class B Notes has been reduced to zero; (xiii) thirteenth, until such time as the Note Balance of the Class B Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class B Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (xiv) fourteenth, for payment by the Paying Agent to the Noteholders of the Class of the Class A Notes in the priority set forth in Section 3.05(b), the Overcollateralization Increase Amount, if any, until the Note Balance of each Class of Class A Notes has been reduced to zero; (xv) fifteenth, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A Notes, until the Note Balance of the Class M-1 Notes has been reduced to zero; (xvi) sixteenth, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A or Class M-1 Notes, until the Note Balance of the Class M-2 Notes has been reduced to zero; (xvii) seventeenth, for payment by the Paying Agent to the Noteholders of the Class B Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A, Class M-1 or Class M-2 Notes, until the Note Balance of the Class B Notes has been reduced to zero; (xviii) eighteenth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; (xix) nineteenth, to the Noteholders of the Class A Notes, pro rata in accordance with their respective amounts of Interest Carry Forward Amounts (with respect to the Class A-1 Certificates, after application of the distribution described in clause (i)(B) above), the Class M-1 Notes, the Class M-2 Notes and the Class B Notes, in that order, the amount of any Interest Carry Forward Amount related to such Class of Notes (with respect to the Class A-1 Certificates, after application of the distribution described in clause (i)(B) above); and (xx) twentieth, any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, however, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (zv) below above shall be equal to the related Note Balance immediately prior to such Payment Date. Amounts distributed to the Noteholders pursuant to the above clauses (i)(A) and (ii) through (xix) from Interest Collections, Principal Collections and Advances shall be treated for tax purposes as distributions with respect to the REMIC II Regular Interests A-1, A-2, A-3, A-4, M-1, M-2 and ▇ ▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ distributed to the Class A-1 Noteholders pursuant to clause (i)(B) above shall be treated for tax purposes as having been distributed to the Class SB Certificateholders as the owners of REMIC II Regular Interest SB-IO, REMIC II Regular Interest SB-PO and the Hedge Agreement and then paid by them to the Noteholders pursuant to a notional principal contract for the payment of such amounts. On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid 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 Noteholders of any Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (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 shall be paid in respect of the Reserve Account to Notes of that Class in accordance with the Specified Reserve Account Balance; (f) to the Class A Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, to the Class B Noteholders until the Outstanding Amount of the Class B Notes is paid in full and reduced to zero, applicable percentage as set forth in Section 2.8 above; provided that paragraph (b) below. Interest on the amount of such distribution shall not exceed Class A-1 Notes will be computed on the Outstanding Amount basis of the Class A Notes or actual number of days in each Interest Period and a 360-day year. Interest on the Class B A-2 Notes, as applicable, after giving effect to all other payments in respect of principal of the Class A A-3 Notes, the Class A-4 Notes, the Class M-1 Notes, the Class M-2 Notes and the Class B Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Noteholder of record thereof on the immediately preceding Record Date by wire transfer to an account specified in writing by such Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Note Register, the amount required to be made distributed to such Noteholder on such Distribution DatePayment Date pursuant to such Noteholder's Notes; andprovided, that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (kb) Any payments of principal on the Notes shall be paid sequentially to the Excess Distribution Certificateholder Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, in that order, in each case until the outstanding Note Balance of that class has been reduced to zero, provided, however, that if the Note Balance of the Class M-1 Notes has been reduced to zero, payments of principal on the Notes will be paid pro rata to the outstanding Classes of Class A Notes. On any Payment Date, distributions in respect of the payment of any interest shortfalls to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, shall be allocated to each such Class on a pro rata basis, in accordance with the amount of any such interest shortfalls on such Class of Notes. Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibits A-1, A-2 and A-3. Accordingly, ▇▇▇▇▇▇▇▇tanding the order of priority set forth in Section 3.05(a)(i) through (initially, Navient CFCv), any remaining on the Final Payment Date or on the Payment Date on which amounts after application paid by the Servicer in connection with the purchase of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement are distributed, all amounts available to be distributed to Noteholders and Certificateholders will be applied first to pay accrued and unpaid interest on each Class of Class A Notes, pro rata, and then to pay principal in reduction of the Note Balance of Class of Class A Notes, pro rata, until such Note Balance has been reduced to zero, and then to the Class M-1, Class M-2 and Class B Notes, in that order, in each case first to pay accrued and unpaid interest thereon and then to pay principal in reduction of the Note Balance of such Class, until its respective Note Balance has been reduced to zero, and then, as appropriate, shall be distributed in accordance with Sections 3.05(a)(vi) through (xxi). All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraph (a) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding clausesthe Final Payment Date or other final Payment Date, as applicable. Notwithstanding Such notice shall be mailed or faxed no later than five Business Days prior to the foregoing:Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. (c) On each Payment Date, the amount of any Liquidation Loss Amounts with respect to the prior calendar month that were not distributed pursuant to Sections 3.05(a)(vi), (viii), (x) or (xii), will be applied as follows: first, to reduce any Overcollateralization Amount (after allocation of Principal Collections and Interest Collections on the Mortgage Loans for such Payment Date) until such amount has been reduced to zero; second, to reduce the Note Balance of the Class B Notes, until the Note Balance thereof has been reduced to zero; third, to reduce the Note Balance of the Class M-2 Notes, until the Note Balance thereof has been reduced to zero; fourth, to reduce the Note Balance of the Class M-1 Notes, until the Note Balance thereof has been reduced to zero; and fifth, to reduce the Note Balance of each Class of Class A Notes then outstanding, pro rata, until the Note Balance of each Class of Class A Notes has been reduced to zero.

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) The Trustee shall deposit to the Collection Account, with respect to Pool I, without duplication, upon receipt, (i) any payments related to the Class A-1 Certificates made pursuant to the Policy, the Guarantee or the Demand Note, (ii) the proceeds of any liquidation of the assets of the Trust, (iii) Interest Collections and Principal Collections remitted by the Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Primary Servicing Fee due on that Distribution Date; Trustee relating to such Pool, and (biv) 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; (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 be transferred on such Payment Date from the Reserve Account Fund pursuant to Section 8.6(b)(i) hereof. (b) The Trustee shall deposit to the Specified Reserve Account Balance; Collection Account, with respect to Pool II, without duplication, upon receipt, (fi) any payments related to the Class A NoteholdersA-2 Notes made pursuant to the Policy or the Demand Note, until (ii) the principal balance proceeds of any liquidation of the assets of the Trust, (iii) Interest Collections and Principal Collections remitted by the Servicer, together with any Substitution Amounts, and any Loan Purchase Price Amounts received by the Trustee relating to such class is paid in fullPool, and (iv) the amount, if any, to be transferred on such Payment Date from the Reserve Fund pursuant to Section 8.6(b)(ii) hereof. (c) [Intentionally Omitted]. (d) With respect to the Collection Account, on each Payment Date, the Class A Noteholders’ Principal Distribution Amount; (g) to Trustee shall make the Class B Noteholdersfollowing allocations, until disbursements and transfers in the principal balance following order of priority, and each such class is paid in fullallocation, the Class B Noteholders’ Principal Distribution Amount; (h) to the Indenture Trusteetransfer and disbursement shall be treated as having occurred only after all preceding allocations, the Eligible Lender Trustee transfers and the Delaware 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 disbursements have not been paid by the Administrator or paid pursuant to sub-clause (z) below;occurred: (i) to the ServicerTrustee, the aggregate unpaid amount Trustee's Fee then due on account of the Carryover Servicing Fee, if anyeach Class of Securities; (jii) from amounts then on deposit in the event Collection Account, (x) from amounts on deposit therein with respect to Pool I, the Trust Student Loans are not sold pursuant Premium Amounts with respect to Section 6.1(athe Class A-1 Certificates to the Insurer for such Payment Date and (y) below or Section 4.4 of from amounts then on deposit therein with respect to Pool II, the IndenturePremium Amounts with respect to the Class A-2 Notes to the Insurer for such Payment Date; (iii) from amounts then on deposit in the Collection Account with respect to Pool I, the Guarantee Fee Amount payable to ▇▇▇▇▇▇▇ Mac under the Guarantee for such Payment Date; (iv) (x) from amounts then on each subsequent Distribution Date, an accelerated payment of principal shall be paid, firstdeposit therein with respect to Pool I, to the Class A Noteholders until the Outstanding Amount of A-1 Securityholders, the Class A Notes is paid in full A-1 Interest Payment Amount for such Payment Date and reduced (y) from amounts then on deposit therein with respect to zero, and secondPool II, to the Class B Noteholders until the Outstanding Amount of A-2 Securityholders, the Class B Notes is paid in full A-2 Interest Payment Amount for such Payment Date; (v) (x) from amounts then on deposit therein with respect to Pool I, to the Class A-1 Securityholders as a distribution of principal, the Class A-1 Principal Payment Amount for such Payment Date and reduced (y) from amounts then on deposit therein with respect to zerothe Pool II, to the Class A-2 Securityholders, as set forth in Section 2.8 above; provided that the amount a distribution of such distribution shall not exceed the Outstanding Amount of principal, the Class A Notes or A-2 Principal Payment Amount for such Payment Date; (vi) (x) from amounts then on deposit therein with respect to Pool I, to the Class B NotesA-1 Securityholders, as a distribution of principal, the Pool I Overcollateralization Deficit for such Payment Date and (y) from amounts then on deposit therein with respect to Pool II, to the Class A-2 Securityholders, as a distribution of principal, the Pool II Overcollateralization Deficit for such Payment Date; (vii) (x) from amounts then on deposit therein with respect to Pool I, to the Insurer or ▇▇▇▇▇▇▇ Mac, as applicable, after giving effect the Class A-1 Reimbursement Amount, if any, then due to all other payments in it and (y) from amounts then on deposit therein with respect of principal to Pool II, to the Insurer, the Class A-2 Reimbursement Amount, if any, then due to it; (viii) (x) from amounts then on deposit therein with respect to Pool I, the Excess Cashflow with respect to the Class A-1 Certificates shall be applied to the extent necessary to fund the full amount of the Class A Notes and Accelerated Principal Payment with respect to the Class B A-1 Certificates and (y) from amounts then on deposit therein with respect to Pool II, the Excess Cashflow with respect to the Class A-2 Notes shall be applied to the extent necessary to fund the full amount of the Accelerated Principal Payment with respect to the Class A-2 Notes; (ix) any portion of the Available Funds with respect to a Pool remaining after the application described in items (i) through (viii) above on a Payment Date shall be used to fund any deficiency in items (iv), (vi) and (vii) above with respect to the other Pool on such Payment Date (such amount which is available to be made allocated with respect to the other Pool on such Distribution Date; andPayment Date is a "Crossover Amount" for the related Pool); (kx) to the Excess Distribution Certificateholder Reserve Fund for application pursuant to this Pooling Agreement, to the extent that the sum of (initially, Navient CFC), any remaining amounts a) the Pool I Overcollateralization Amount plus (b) the Pool II Overcollateralization Amount (after taking into account the reductions in the Security Principal Balance with respect to each Class of Securities on such Payment Date due to the application of the preceding clauses. Notwithstanding amounts described in clauses (v), (vi), (viii) and (ix) above) is less than the foregoing:sum of (a) the Pool I Specified Overcollateralization Amount and (b) the Pool II Specified Overcollateralization Amount as of such Payment Date; (xi) from amounts then on deposit therein to the Servicer, reimbursement for amounts reimbursable to the Servicer pursuant to Section 3.03 and Section 5.03 of the Sale and Servicing Agreement to the extent not previously reimbursed; (xii) (x) from amounts then on deposit therein with respect to Pool I, the current Class A-1 Deferred Interest with respect to the Class A-1 Certificates and any unpaid Class A-1 Deferred Interest from prior Payment Dates with interest thereon at the applicable Class A-1 Formula Certificate Rate and (y) from amounts then on deposit therein with respect to Pool II, the current Class A-2 Deferred Interest with respect to the Class A-2 Notes and any unpaid Class A-2 Deferred Interest from prior Payment Dates with interest thereon at the applicable Class A-2 Formula Note Rate; (xiii) to the Manager of the Trust, the Management Fee then due; (xiv) to GreenPoint Bank, reimbursements of all amounts drawn under the Demand Note and; (xv) to the Residual Certificateholders, any amounts remaining on deposit in the Collection Account or any amounts available to be released from the Reserve Fund pursuant to Section 8.6(c) hereof.

Priority of Distributions. On each Distribution Date, the Indenture Trustee Administrator shall first make pay itself and the payments Indenture Trustee their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall next pay the Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it (in sub-clause its capacity as such or individually) under the Trust Agreement for the related Distribution Date, shall next pay the Eligible Lender Trustee its respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (z) below such Trustee Fees and other amounts not to exceed $30,000 per annum in the aggregate), and then shall to 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 ratably, without preference or priority of any kind among the classes of Class A Noteholders’ Interest Distribution AmountNotes, according to the amounts due and payable on the Class A Notes for such interest; (dc) if the Class B Interest Subordination Condition is not in effect, to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount; (d) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and the Class A-5 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; (e) if the Class B Interest Subordination Condition is in effect, to the Class B Noteholders, the Class B Noteholders' Interest Distribution Amount; (f) On or after the Stepdown Date, to the Class B Noteholders until paid in full, the Class B Noteholders' Principal Distribution Amount; provided that (x) if a Trigger Event has occurred and is continuing and (y) any Class A Notes are Outstanding, then the remaining Available Funds will be distributed sequentially to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and the Class A-5 Noteholders, in that order, until each such class is paid in full; (g) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fh) to the Class A NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fees; (g) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (hi) to the Indenture Trustee, the Indenture Administrator, the Owner Trustee, the Eligible Lender Trustee Trustee, the paying agent in Ireland and the Delaware Trustee, pro rata, based on amounts due, any unpaid Irish Stock Exchange (but only in respect of such paying agent's fees and expenses fees associated with listing the Class A Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under Section 6.7 of the Indenture or Sections 8.1 Basic Documents and 8.3 of not paid for 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;related Distribution Date; and (j) in to the event holder of the Trust Certificate (as identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing, if the Trust Student Loans are not sold pursuant to Section 6.1(a) below of this Agreement or Section 4.4 of the Indenture, the amount that would otherwise be paid to the holder of the Trust Certificate shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(d) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(f) 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:.

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; (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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then to the Class B Noteholders until the Outstanding Amount principal balance of the Class B Notes each such class is paid in full and reduced to zerofull, as set forth in Section 2.8 2.8(g) 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

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; (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 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) on or after the Distribution Date occurring in May 2032, 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; (i) to the Indenture Trustee, the Eligible Lender Trustee and the Delaware 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; (ij) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jk) 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 A-1 Noteholders until the Outstanding Amount of the Class A 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 secondthird, 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 (kl) to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the The Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as the Class A Noteholders’ ' Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as the Class B Noteholders' Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders' Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, the Class A Noteholders' Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, the Class A Noteholders' Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, the Class A Noteholders' Principal Distribution Amount; (i) to Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (j) 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 Noteholders, until the principal balance of 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 Delaware 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; (ik) to the Servicer, the aggregate unpaid amount of the any unpaid 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 DateFees; and (kl) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A Noteholders, (other than the Reset Rate Noteholders if a Swap Agreement is in effect), the Class A Noteholders’ ' Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d2) if a Swap Agreement is then in effect, to the Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty, the amount of any Swap Termination Payment due to that Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (each as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders' Interest Distribution Amount; (ef) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders and the Class A-6 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; provided, however, (i) if the Reset Rate Notes are then denominated in U.S. Dollars and bear interest at a fixed rate, such payments will be allocated to the Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the principal balance of the Reset Rate Notes to zero, and (ii) if the Reset Rate Notes are then in Foreign Exchange Mode, such payments either will be made to the related Swap Counterparty or Counterparties (if the Reset Rate Notes then bear interest at a floating rate) or will be allocated to the Accumulation Account (if the Reset Rate Notes then bear interest at a fixed rate) until the U.S. Dollar Equivalent Principal Amount of the Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the Accumulation Account; and for purposes of this subclause (f) the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the Accumulation Account); (g) to the Supplemental Interest Account, the Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to the Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullInvestment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (p) to the Excess Distribution Certificateholder (initially the Depositor or an Affiliate thereof), any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d), (f) or (m) above, (1) with respect to Reset Rate Notes bearing a fixed rate of interest or with respect to payments of principal for Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to Reset Rate Notes bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If a Cross-Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under such Cross-Currency Swap Agreement will be used to make payments to the Reset Rate Notes, in an amount in Pounds Sterling or any other applicable non-U.S. Dollar currency equal to the payment that the related Swap Counterparty would have made. If this occurs, the Trust will exchange U.S. Dollars for Pounds Sterling or any other applicable non-U.S. Dollar currency in order to make distributions to the Reset Rate Notes. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is are paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if the Reset Rate Notes are then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in all Accumulation Accounts, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8(a) through (f) above, minus (4) the Specified Reserve Account Balance and the Supplemental Interest Account Deposit Amount 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders' Distribution Amount and the Supplemental Interest Account Deposit Amount before any amounts are applied to the payment of the Class B Noteholders' Distribution Amount.

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; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (e) to the Class A Noteholders, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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 Indentureany potential future cap counterparty under a potential future interest rate cap agreement, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any payment under such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notespotential future interest rate cap agreement, 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Administrator shall instruct the Indenture Administrator to first pay itself, the Administrator, the Indenture Trustee, the Paying Agent and the London Paying Agent their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee/Paying Agent Fee, Administration Fees and London Paying Agent Fee, as applicable, for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall next pay the Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it (in its capacity as such or individually) under the Trust Agreement for the related Distribution Date, shall first make next pay the payments Eligible Lender Trustee its respective portion of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee/Paying Agent Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (such Trustee Fees and other amounts not to exceed $115,000 per annum in sub-clause (z) below the aggregate), and then shall to 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) pro rata, based on (A) the sum of (x) the aggregate Outstanding Amount of the Class A Notes (other than the Class A-4B Notes) and (y) the U.S. Dollar equivalent of the aggregate Outstanding Amount of the Class A-4B Notes, and (B) the amount of any Swap Termination Payment due and payable by the Trust to the Administrator, the Administration Fee due on that Distribution Date and all prior unpaid Administration Fees;Currency Swap Counterparty under this clause (b), (ci) to the Class A Noteholders (other than the Class A-4B Noteholders) and to the Currency Swap Counterparty (in exchange for the amount of interest due on the Class A-4B Notes), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as the Class A Noteholders’ Interest Distribution Amount; (dii) to the Currency Swap Counterparty, the amount of any Swap Termination Payment due to the Currency Swap Counterparty resulting from an Event of Default or Termination Event (each as defined in the Currency Swap Agreement) with respect to which the Trust is the Defaulting Party or Affected Party (each as defined in the Currency Swap Agreement), as the case may be; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount as of such Distribution Date, such amounts shall be applied to pay the portion, if any, of any Swap Termination Payment referred to in this clause (b)(ii) remaining unpaid; (c) if the Class B Interest Subordination Condition is not in effect, to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (d) to the Class A-1 Noteholders, until the Outstanding Amount of the Class A-1 Notes has been reduced to zero, the Principal Distribution Amount; (e) to the Class A-2 Noteholders, until the Outstanding Amount of the Class A-2 Notes has been reduced to zero, any remaining Principal Distribution Amount; (f) to the Class A-3 Noteholders, until the Outstanding Amount of the Class A-3 Notes has been reduced to zero, any remaining Principal Distribution Amount; (g) pro rata, based on the Outstanding Amount of the Class A-4A Notes and the U.S. Dollar equivalent of the Outstanding Amount of the Class A-4B Notes, any remaining Principal Distribution Amount, (i) to the Class A-4A Noteholders, until the Outstanding Amount of the Class A-4A Notes has been reduced to zero; and (ii) to the Currency Swap Counterparty, until the Currency Swap Counterparty has, with respect to principal, been paid the U.S. Dollar Notional Principal Amount of the Class A-4B Notes; (h) if the Class B Interest Subordination Condition is in effect, to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (i) to the Class B Noteholders, until the Outstanding Amount of the Class B Notes has been reduced to zero, any remaining Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fee; (gl) to the Class B NoteholdersIndenture Administrator, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (h) to the Indenture Trustee, the Owner Trustee, the Eligible Lender Trustee Trustee, the Paying Agent, the London Paying Agent, the Irish paying agent and the Delaware TrusteeIrish Stock Exchange, pro rata, based on amounts due, any unpaid (but only in respect of such paying agent’s fees and expenses fees associated with listing the Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under Section 6.7 of the Indenture or Sections 8.1 Basic Documents and 8.3 of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, not previously paid; (m) to the extent such amounts have Currency Swap Counterparty, the amount of any Swap Termination Payment due to the Currency Swap Counterparty under the Currency Swap Agreement and not been paid by the Administrator or paid pursuant to sub-clause (zb)(ii) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (kn) to the Excess Distribution Certificateholder holder of the Trust Certificate (initially, Navient CFCas identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses. Amounts that would be paid to the Currency Swap Counterparty pursuant to clauses (b)(i) and (g)(ii) above shall be determined on the third Business Day preceding each Distribution Date and shall be paid by the Trust to the Currency Swap Counterparty on the second Business Day preceding each Distribution Date. If a Swap Termination Payment is owed by the Trust to the Currency Swap Counterparty and a Replacement Transaction is procured by the Trust under which the replacement Currency Swap Counterparty makes a payment to the Trust, the Trust shall pay that amount (net of any unpaid amounts owed by the original Swap Counterparty to the Trust in accordance with the terms of the Currency Swap Agreement) directly to the original Currency Swap Counterparty to the extent that a payment is owed by the Trust to the Currency Swap Counterparty and such amount shall not be subject to the priority of payments above. If after making that payment, the original Currency Swap Counterparty is still owed a payment, then the remaining amount shall be paid as set forth in clause (b)(ii) or (m) above, as applicable. Notwithstanding the foregoing:

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any optional advances of delinquent principal and/or interest on the Home Loans made by the Servicer in respect of the related Collection Period, any Insured Amount deposited into the Note Payment Account pursuant to Section 3.28(a) and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or the Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) to pay to the Credit Enhancer, the Premium for the Policy for such Payment Date and any previously unpaid Premiums, with interest thereon as provided in the Insurance Agreement; (ii) for payment by the Paying Agent to the Noteholders of each Class of Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid on any Class of Notes for any prior Payment Date; provided that Principal Collections will not be used to make payments pursuant to this clause (ii); (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (v) to the Credit Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement; (vi) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Overcollateralization Increase Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (vii) to pay to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (ix) any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Credit Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the portion allocable to the Notes of all Liquidation Loss Amounts for such Payment Date and then for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount or a draw on the Policy (up to the outstanding Note Balance). On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders shall be paid in respect of the Servicer, Notes in accordance with 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; applicable percentage as set forth in paragraph (c) below. Interest on the Notes, other than the Class A-1 Notes, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Class A-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Class A Noteholders, Noteholder of record thereof on the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) immediately preceding Record Date by wire transfer 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 Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Trustee and Note Register, the Delaware Trusteeamount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) On each Payment Date, distributions of principal to the Noteholders pursuant to clauses 3.05(a)(iii), (iv) and (vi) above, shall be allocated sequentially to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, in that order, until the related Note Balance thereof has reduced to zero. (c) Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibit A. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or Sections 8.1 and 8.3 of the Trust Agreementother final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, includingunless such Note is then a Book-Entry Note, without limitationshall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. (d) On each Payment Date, the Overcollateralization Amount available to cover any indemnity amounts, Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFCAmount), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than any class of Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to such Reset Rate Noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for any class of Reset Rate Notes with respect to interest payments to be made to such Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each applicable Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty (other than the Interest Rate Cap Swap Counterparty), the amount of any Swap Termination Payment due to such Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, in that order, until the Outstanding Principal Balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; and second, any remaining Class A Noteholders’ Principal Distribution Amount, sequentially, to the Class A-5 and Class A-6 Noteholders, in that order, until the Outstanding Principal Balance of each such Class is paid in full; provided, however, (i) with respect to the Reset Rate Notes, if any class of Reset Rate Notes is then denominated in U.S. Dollars and is then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the Outstanding Amount of that class of Reset Rate Notes to zero, and (ii) with respect to any class of Reset Rate Notes, if in Foreign Exchange Mode, such payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if such class of Reset Rate Notes is then structured not to receive a payment of principal until the end of the related Reset Period (including during the Initial Reset Periods for the Class A-5 and Class A-6 Notes) such payments will be allocated to the related Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of such class of Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the related Accumulation Account; provided that for purposes of this priority second, the Outstanding Amount of any class of Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in any related Accumulation Account; and provided, further, that on any Reset Date on which both classes of Reset Rate Notes are successfully remarketed, this priority second may be changed from a sequential to a pro rata allocation (or vice versa), and such allocation may not be changed again until the next Reset Date on which both classes of Reset Rate Notes are successfully remarketed; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of any class of Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (p) to the Excess Distribution Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (f) or (m) above, (1) with respect to payments of interest on any class of Reset Rate Notes if then bearing a fixed rate of interest or with respect to payments of principal on any class of Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of any class of Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on any class of Reset Rate Notes if then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If a Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under the related Currency Swap Agreement will be used to make payments to the related class of Reset Rate Noteholders in an amount in Euros or any other applicable non-U.S. Dollar currency equal to the payment that would have been made by the related Swap Counterparty to the Trust. If this occurs, the Trust will exchange U.S. Dollars for Euros or any other applicable non-U.S. Dollar currency in order to make distributions to the related class of Reset Rate Noteholders. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if any class of Reset Rate Notes is then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in any Accumulation Account, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and any Supplemental Interest Account Deposit Amount(s) 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders’ Distribution Amount and the Supplemental Interest Account Deposit Amount(s) before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders' Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders' Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders' Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders' Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders' Principal Distribution Amount; (i) to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders' Principal Distribution Amount; (j) to Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (k) 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 Noteholders, until the principal balance of 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 Delaware 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; (il) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (km) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses; provided, that any amount owing to the Interest Rate Cap Counterparty as a termination payment shall be paid from such remaining amounts prior to the payment to the Excess Distribution Certificateholder. Notwithstanding the foregoing:

Priority of Distributions. On each Quarterly Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly Distribution Date and all prior unpaid Administration Fees; (c) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3 and Class A-4 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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; (ji) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indentureany potential future cap counterparty under a potential future interest rate cap agreement, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any payment under such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notespotential future interest rate cap agreement, 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; andAdministration Agreement (kj) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture and then shall Administration Agreement 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) sequentially, to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders, Class A-4 Noteholders, Class A-5 Noteholders and Class A-6 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) on each Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (ki) to the extent not applied to make an upfront or other payment to an interest rate cap counterparty under an interest rate cap agreement pursuant to Section 2.1(cc) hereof, to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any optional advances of delinquent principal and/or interest on the Home Loans made by the Servicer in respect of the related Collection Period, any Policy Draw Amount deposited into the Note Payment Account pursuant to Section 3.28(a), any payment under the Limited Reimbursement Agreement deposited therein pursuant to Section 3.30, and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or the Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) to pay to the Credit Enhancer, the Premium for the Policy for such Payment Date and any previously unpaid Premiums, with interest thereon as provided in the Insurance Agreement, and to the designee or designees of the Credit Enhancer pursuant to Section 3.30, the amount of any monthly fee for the Limited Reimbursement Agreement, on a pro rata basis and any previously unpaid monthly fees, with interest thereon as provided in the Limited Reimbursement Agreement; (ii) for payment by the Paying Agent to the Noteholders of each Class of Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid on any Class of Notes for any prior Payment Date; (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (v) to the Credit Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement, provided, that no such reimbursement shall be made in respect of amounts that were paid to the Indenture Trustee under the Limited Reimbursement Agreement, or for which the Credit Enhancer is entitled to reimbursement under the Limited Reimbursement Agreement; (vi) to the Distribution Account, for distribution to the Holders of the Certificates, by the Certificate Paying Agent through and including the Payment Date in January 2002, an amount equal to any remaining available funds; (vii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Overcollateralization Increase Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (viii) to pay to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (ix) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (x) any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Credit Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the portion allocable to the Notes of all Liquidation Loss Amounts for such Payment Date and then for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount or a draw on the Policy (up to the outstanding Note Balance). On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders shall be paid in respect of the Servicer, Notes in accordance with 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; applicable percentage as set forth in paragraph (c) below. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Class A Noteholders, Noteholder of record thereof on the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) immediately preceding Record Date by wire transfer 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 Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Trustee and Note Register, the Delaware Trusteeamount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of that the Indenture or Sections 8.1 and 8.3 Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) On each Payment Date, distributions of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, principal to the extent such amounts have not been paid by the Administrator or paid Noteholders pursuant to sub-clause clauses 3.05(a)(iii), (ziv) below; and (ivii) to the Servicerabove, 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, allocated to the Class A Noteholders A-I Notes and (ii) the Class A-II Notes, in each case in proportion to the percentage of the Principal Collections derived from the related Loan Group with respect to such Payment Date, until the Outstanding Amount Note Balances of the Class A A-I Notes is paid in full and or the Class A-II Notes have reduced to zero. After either the Class A-I Notes or the Class A-II Notes are reduced to zero, and second, all principal payments will be distributed to the remaining Class B Noteholders of Notes until the Outstanding Amount of the Class B Notes is paid in full and Note Balance thereof has been reduced to zero, . (c) Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Section 2.8 above; provided that Exhibit A. All principal payments on the amount Notes of such distribution each Class shall not exceed be made in accordance with the Outstanding Amount priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the Class A Notes close of business on the Record Date preceding the Final Payment Date or the Class B Notesother final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, after giving effect to all other payments in respect of principal unless such Note is then a Book-Entry Note, shall specify that payment of the Class A Notes principal amount and any interest due with respect to such Note at the Class B Notes Final Payment Date or such other final Payment Date 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 such final payment. (d) On each Payment Date, the Overcollateralization Amount available to cover any Liquidation Loss Amounts on such Payment Date shall be deemed to be made reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that such Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFCAmount), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:.

Priority of Distributions. On each Quarterly Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments Indenture (provided, however, that in sub-clause (z) below the absence of an Event of Default, such amount may not exceed $250,000 per annum), to the extent such amounts are not reimbursed by the Administrator, 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly Distribution Date and all prior unpaid Administration Fees; (c) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3 and Class A-4 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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; (ji) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indentureany potential future cap counterparty under a potential future interest rate cap agreement, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any payment under such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notespotential future interest rate cap agreement, 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; andAdministration Agreement (kj) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A Noteholders, (other than the Reset Rate Noteholders if a Cross-Currency Swap Agreement is in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect, to the related Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty (other than the Interest Rate Cap Swap Counterparty), the amount of any Swap Termination Payment due to that Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders and the Class A-6 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; provided, however, (i) if the Reset Rate Notes are then denominated in U.S. Dollars and bear interest at a fixed rate, such payments will be allocated to the Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the principal balance of the Reset Rate Notes to zero, and (ii) if the Reset Rate Notes are then in Foreign Exchange Mode, such payments either will be made to the related Swap Counterparty or Counterparties (if the Reset Rate Notes then bear interest at a floating rate) or will be allocated to the Accumulation Account (if the Reset Rate Notes then bear interest at a fixed rate) until the U.S. Dollar Equivalent Principal Amount of the Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the Accumulation Account; and for purposes of this subclause (f) the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the Accumulation Account); (g) to the Supplemental Interest Account, the Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to the Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullInvestment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties (other than the Interest Rate Cap Swap Counterparty), pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; (p) to the Interest Rate Cap Swap Counterparty, the amount of any termination payment due to the Interest Rate Cap Swap Counterparty by the Trust under the Interest Rate Cap Agreement, and (a) to the Excess Distribution Certificateholder (initially the Depositor or an Affiliate thereof), any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (f) or (m) above, (1) with respect to Reset Rate Notes bearing a fixed rate of interest or with respect to payments of principal for Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to Reset Rate Notes bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If a Cross-Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under such Cross-Currency Swap Agreement will be used to make payments to the Reset Rate Notes, in an amount in the applicable non-U.S. Dollar currency equal to the payment that the related Swap Counterparty would have made. If this occurs, the Trust will exchange U.S. Dollars for the applicable non-U.S. Dollar currency in order to make distributions to the Reset Rate Notes. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is are paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if the Reset Rate Notes are then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in the Accumulation Account, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and the Supplemental Interest Account Deposit Amount 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders’ Distribution Amount and the Supplemental Interest Account Deposit Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

Priority of Distributions. On (a) The Indenture Trustee shall deposit to the Collection Account, without duplication, upon receipt, (i) any payments related to the Class A Notes made pursuant to the Policy, (ii) any amounts received from GreenPoint Bank under the Demand Note or released from the Demand Note Reserve Account; (iii) the proceeds of any liquidation of the assets of the Trust and (iv) Interest Collections and Principal Collections remitted by the Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee. (b) With respect to the Collection Account, on each Distribution Payment Date, the Indenture Trustee shall first make the payments in sub-clause (z) below and then shall make the following deposits allocations, disbursements and distributions transfers in the amounts and in the following order of priority set forth belowpriority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: (i) to the Indenture Trustee, the Trustee Fee then due; (ii) from amounts on deposit therein, the Premium Amount with respect to the Class A Notes to the Insurer for such Payment Date (iii) from amounts then on deposit therein, to the Class A Noteholders, the Interest Payment Amount for such Payment; (iv) on each Payment Date during the Managed Amortization Period, from amounts then on deposit therein, to the Sponsor, the portion of Additional Balance Contributed Amount for such Payment Date related to HELOC Mortgage Loans; (v) from amounts then on deposit therein, to the Class A Noteholders as a distribution of principal, the Principal Payment Amount for such Payment Date; (vi) from amounts then on deposit therein, to the Class A Noteholders, as a distribution of principal, the Overcollateralization Deficit for such Payment Date; (vii) from amounts then on deposit therein, to the Insurer, the Reimbursement Amount, if any, then due to it; (viii) from amounts then on deposit therein, the Excess Cashflow with respect to the Class A Notes shall be applied to the extent necessary to fund the full amount of the Accelerated Principal Payment; (ix) from amounts then on deposit, PARI PASSU (a) to the Servicer, reimbursement for amounts reimbursable to the Primary Servicer pursuant to Section 3.03 and Section 5.03 of the Sale and Servicing Fee due on that Distribution Date; Agreement to the extent not previously reimbursed and (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; (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 Noteholders, until the principal balance of 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 Delaware Trustee, pro rata, based up to a maximum of $5,000 on any Payment Date to pay certain amounts due, any unpaid fees and expenses due under Section 6.7 of that may be required to be paid to the Indenture Trustee with respect to its or Sections 8.1 the Custodian's preparation and 8.3 recording of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, to the extent such assignments of mortgages (which amounts have were not been paid by the Administrator or previously paid pursuant to sub-clause (zi) belowor reimbursed pursuant to the Sale and Servicing Agreement); (ix) to the Servicerfrom amounts then on deposit therein, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (j) in the event the Trust Student Loans are not sold pursuant current Deferred Interest with respect 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any unpaid Deferred Interest from prior Payment Dates with interest thereon at the Class B Notes Formula Note Rate; (xi) to be made on such Distribution Datethe Indenture Trustee, all remaining amounts due and owing to the Indenture Trustee pursuant to the Basic Documents and not otherwise paid pursuant to clause (i) or (ix); (xii) to the Manager of the Trust, the Management Fee then due and any amount due and owing to the Manager pursuant to Section 5(b) of the Management Agreement; and (kxiii) to the Excess Distribution Certificateholder (initially, Navient CFC)Residual Certificateholders, any amounts remaining amounts after application of on deposit in the preceding clauses. Notwithstanding the foregoing:Collection Account.

Priority of Distributions. On (a) In accordance with Section 3.10 of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections, Interest Collections, any Insured Payments with respect to the Class A-5 Notes and Advances, is as follows: (i) first, for payment to the Credit Enhancer, the Insurance Premium for such Payment Date; (ii) second, for payment by the Paying Agent to the Noteholders of each Class of Class A Notes, pro rata, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date, and interest due and unpaid pursuant to this clause on each Class of Class A Notes for any prior Payment Date plus, to the Holders of the Class A-5 Notes, any amounts paid under the Policy pursuant to Section 12.02 in respect of interest on the Class A-5 Notes, (iii) third, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class M-1 Notes for any prior Payment Date, (iv) fourth, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class M-2 Notes for any prior Payment Date, (v) fifth, for payment by the Paying Agent to the Noteholders of the Class B Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class B Notes for any prior Payment Date, (vi) sixth, for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated as follows: (a) first, the Class A Principal Distribution Amount to be allocated to each Class of Class A Notes as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero plus, to the Class A-5 Notes, any amounts paid under the Policy pursuant to Section 12.02 in respect of principal on the Class A-5 Notes; (b) second, the Class M-1 Principal Distribution Amount to the Class M-1 Notes until the Note Balance of the Class M-1 Notes has been reduced to zero; (c) third, the Class M-2 Principal Distribution Amount to the Class M-2 Notes until the Note Balance of the Class M-2 Notes has been reduced to zero; and (d) fourth, the Class B Principal Distribution Amount to the Class B Notes until the Note Balance of the Class B Notes has been reduced to zero; (vii) seventh, for payment by the Paying Agent to each Class of Class A Notes in the priority set forth in section 3.05(b), an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class A Notes pursuant to Section 3.05(c) hereof) until the Note Balance of each Class of Class A Notes has been reduced to zero; (viii) eighth, for payment by the Paying Agent to each Class of Class A Notes then outstanding, to pay any Liquidation Loss Amounts, pro rata, among the then outstanding Classes of Class A Notes, allocated to the reduction of the Note Balance of such Class of Class A Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (ix) ninth, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes to the extent not paid to the Class A Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class M-1 Notes has been reduced to zero; (x) tenth, until such time as the Note Balance of the Class M-1 Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (xi) eleventh, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes to the extent not paid to the Class A or Class M-1 Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class M-2 Notes has been reduced to zero; (xii) twelfth,, until such time as the Note Balance of the Class M-2 Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (xiii) thirteenth, for payment by the Paying Agent to the Noteholders of the Class B Notes to the extent not paid to the Class A, Class M-1 or Class M-2 Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class B Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class B Notes has been reduced to zero; (xiv) fourteenth, until such time as the Note Balance of the Class B Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class B Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (xv) fifteenth, for payment by the Paying Agent to the Noteholders of the Class of the Class A Notes in the priority set forth in Section 3.05(b), the Overcollateralization Increase Amount, if any, until the Note Balance of each Class of Class A Notes has been reduced to zero; (xvi) sixteenth, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A Notes, until the Note Balance of the Class M-1 Notes has been reduced to zero; (xvii) seventeenth, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A or Class M-1 Notes, until the Note Balance of the Class M-2 Notes has been reduced to zero; (xviii) eighteenth, for payment by the Paying Agent to the Noteholders of the Class B Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A, Class M-1 or Class M-2 Notes, until the Note Balance of the Class B Notes has been reduced to zero; (xix) nineteenth, to the Credit Enhancer, as subrogee of the Class A-5 Noteholders, to reimburse the Credit Enhancer for claims paid under the Policy, an amount equal to Cumulative Insurance Payments on the Class A-5 Notes; (xx) twentieth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; (xxi) twenty-first, for payment by the Paying Agent pursuant to the irrevocable instruction of the holders of the Class SB Certificates (as the parties otherwise entitled to such amounts as the owners of the REMIC II Regular Interests SB) as set forth in the Trust Agreement and incorporated herein, to the Noteholders of the Class A Notes, pro rata in accordance with their respective amounts of Interest Carry Forward Amounts, the Class M-1 Notes, the Class M-2 Notes and the Class B Notes, in that order, the amount of any Interest Carry Forward Amount related to such Class of Notes, and (xxii) twenty-second, any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, however, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (zv) below above shall be equal to the related Note Balance immediately prior to such Payment Date. Amounts distributed to the Noteholders pursuant to the above clauses (i) through (xvii) from Interest Collections, Principal Collections and Advances shall be treated for tax purposes as distributions with respect to the REMIC II Regular Interests A-1, A-2, A-3, A-4, A-5, M-1, M-▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇▇vely. Amounts distributed to the Noteholders pursuant to clause (xviii) above shall be treated for tax purposes as having been distributed to the Class SB Certificateholders as the owners of REMIC II Regular Interest SB and then paid by them to the Noteholders pursuant to a notional principal contract for the payment of such amounts. On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders of any Class shall be paid in respect of the Servicer, Notes of that Class in accordance with the Primary Servicing Fee due on that Distribution Date; applicable percentage as set forth in paragraph (b) to the Administrator, the Administration Fee due below. Interest on that Distribution Date and all prior unpaid Administration Fees; (c) to the Class A NoteholdersA-1 and Class B Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-2 Notes, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B NoteholdersA-3 Notes, 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 Noteholders, until the principal balance of such class is paid in fullA-4 Notes, the Class A Noteholders’ Principal Distribution Amount; (g) to the Class B Noteholders, until the principal balance of such class is paid in fullA-5 Notes, the Class B Noteholders’ Principal Distribution Amount; (h) M-1 Notes and the Class M-2 Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Noteholder of record thereof on the immediately preceding Record Date by wire transfer to an account specified in writing by such Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) Any payments of principal on the Notes shall be paid sequentially to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Delaware TrusteeClass A-5 Notes, in that order, in each case until the outstanding Note Balance of that class has been reduced to zero, provided, however, that if the Note Balance of the Class M-1 Notes has been reduced to zero, payments of principal on the Notes will be paid pro rata to the outstanding Classes of Class A Notes. On any Payment Date, distributions in respect of the payment of any interest shortfalls to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes or the Class A-5 Notes, shall be allocated to each such Class on a pro rata basis, in accordance with the amount of any such interest shortfalls on such Class of Notes. Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibits A-1, A-2 and A-3. Accordingly, not▇▇▇▇▇▇▇▇ding the order of priority set forth in Section 3.05(a)(i) through (v), on the Final Payment Date or on the Payment Date on which amounts paid by the Servicer in connection with the purchase of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement are distributed, all amounts available to be distributed to Noteholders and Certificateholders will be applied first to pay accrued and unpaid interest on each Class of Class A Notes, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 then to pay principal in reduction of the Indenture or Sections 8.1 and 8.3 Note Balance 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 Class 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 Noteholders Notes, pro rata, until the Outstanding Amount of the Class A Notes is paid in full and such Note Balance has been reduced to zero, and second, then to the Class M-1, Class M-2 and Class B Noteholders until the Outstanding Amount Notes, in that order, in each case first to pay accrued and unpaid interest thereon and then to pay principal in reduction of the Class B Notes is paid in full and Note Balance of such Class, until its respective Note Balance has been reduced to zero, and then, as appropriate, shall be distributed in accordance with Sections 3.05(a)(vii) through (xxii). All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraph (a) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or other final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. Any amounts paid under the Policy pursuant to Section 2.8 above; provided that 12.02 in respect of interest or principal shall only be distributed to the holders of the Class A-5 Notes. (c) On each Payment Date, the amount of any Liquidation Loss Amounts with respect to the prior calendar month that were not distributed pursuant to Sections 3.05(a)(viii), (x), (xii) or (xiv), will be applied as follows: first, to reduce any Overcollateralization Amount (after allocation of Principal Collections and Interest Collections on the Mortgage Loans for such distribution shall not exceed Payment Date) until such amount has been reduced to zero; second, to reduce the Outstanding Amount Note Balance of the Class A Notes or the Class B Notes, as applicableuntil the Note Balance thereof has been reduced to zero; third, after giving effect to all other payments in respect of principal reduce the Note Balance of the Class M-2 Notes, until the Note Balance thereof has been reduced to zero; fourth, to reduce the Note Balance of the Class M-1 Notes, until the Note Balance thereof has been reduced to zero; and fifth, to reduce the Note Balance of each Class of Class A Notes and then outstanding, pro rata, until the Note Balance of each Class B of Class A Notes has been reduced 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:zero.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to the Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to the Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to the Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to the Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) 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 Noteholders, until the principal balance of 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 Delaware 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; (ik) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (kl) to the extent not applied to make an upfront or other payment to an interest rate cap counterparty under an interest rate cap agreement pursuant to Section 2.1(cc) hereof, to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On (a) In accordance with Section 3.10 of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections, Interest Collections and Advances is as follows: (i) first, for payment by the Paying Agent to the Noteholders of each Class of Class A Notes, pro rata, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date, and interest due and unpaid pursuant to this clause on each Class of Class A Notes for any prior Payment Date; (ii) second, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class M-1 Notes for any prior Payment Date, (iii) third, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class M-2 Notes for any prior Payment Date, (iv) fourth, for payment by the Paying Agent to the Noteholders of the Class B Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class B Notes for any prior Payment Date, (v) fifth, for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated as follows: (a) first, the Class A Principal Distribution Amount to be allocated to each Class of Class A Notes as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (b) second, the Class M-1 Principal Distribution Amount to the Class M-1 Notes until the Note Balance of the Class M-1 Notes has been reduced to zero; (c) third, the Class M-2 Principal Distribution Amount to the Class M-2 Notes until the Note Balance of the Class M-2 Notes has been reduced to zero; and (d) fourth, the Class B Principal Distribution Amount to the Class B Notes until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, for payment by the Paying Agent to each Class of Class A Notes in the priority set forth in section 3.05(b), an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class A Notes pursuant to Section 3.05(c) hereof) until the Note Balance of each Class of Class A Notes has been reduced to zero; (vii) seventh, for payment by the Paying Agent to each Class of Class A Notes then outstanding, to pay any Liquidation Loss Amounts, pro rata, among the then outstanding Classes of Class A Notes, allocated to the reduction of the Note Balance of such Class of Class A Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (viii) eighth, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes to the extent not paid to the Class A Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class M-1 Notes has been reduced to zero; (ix) ninth, until such time as the Note Balance of the Class M-1 Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (x) tenth, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes to the extent not paid to the Class A or Class M-1 Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class M-2 Notes has been reduced to zero; (xi) eleventh, until such time as the Note Balance of the Class M-2 Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (xii) twelfth, for payment by the Paying Agent to the Noteholders of the Class B Notes to the extent not paid to the Class A, Class M-1 or Class M-2 Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class B Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class B Notes has been reduced to zero; (xiii) thirteenth, until such time as the Note Balance of the Class B Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class B Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (xiv) fourteenth, for payment by the Paying Agent to the Noteholders of the Class of the Class A Notes in the priority set forth in Section 3.05(b), the Overcollateralization Increase Amount, if any, until the Note Balance of each Class of Class A Notes has been reduced to zero; (xv) fifteenth, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A Notes, until the Note Balance of the Class M-1 Notes has been reduced to zero; (xvi) sixteenth, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A or Class M-1 Notes, until the Note Balance of the Class M-2 Notes has been reduced to zero; (xvii) seventeenth, for payment by the Paying Agent to the Noteholders of the Class B Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A, Class M-1 or Class M-2 Notes, until the Note Balance of the Class B Notes has been reduced to zero; (xviii) eighteenth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; (xix) nineteenth, to the Noteholders of the Class A Notes, pro rata in accordance with their respective amounts of Interest Carry Forward Amounts (with respect to the Class A-1 Certificates, after application of the distribution described in clause (i)(B) above), the Class M-1 Notes, the Class M-2 Notes and the Class B Notes, in that order, the amount of any Interest Carry Forward Amount related to such Class of Notes (with respect to the Class A-1 Certificates, after application of the distribution described in clause (i)(B) above); and (xx) twentieth, any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, however, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (zv) below above shall be equal to the related Note Balance immediately prior to such Payment Date. Amounts distributed to the Noteholders pursuant to the above clauses (i)(A) and then (ii) through (xix) from Interest Collections, Principal Collections and Advances shall make be treated for tax purposes as distributions with respect to the following deposits REMIC II Regular Interests A-1, A-2, A-3, A-4, A-5, A-6, M-1, M-2 and distributions B respectively. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, the Paying Agent shall apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders of any Class shall be paid in respect of the Servicer, Notes of that Class in accordance with the Primary Servicing Fee due on that Distribution Date; applicable percentage as set forth in paragraph (b) to the Administrator, the Administration Fee due below. Interest on that Distribution Date and all prior unpaid Administration Fees; (c) to the Class A NoteholdersA-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-2 Notes, the Class A Noteholders’ Interest Distribution AmountA-3 Notes, pro rata based on amounts payable as the Class A Noteholders’ Interest Distribution Amount; (d) to A-4 Notes, Class A-5 Notes, Class A-6 Notes, the Class M-1 Notes, the Class M-2 Notes and the Class B Noteholders, Notes will be computed on the Class B Noteholders’ Interest Distribution Amount; (e) basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Reserve Account, Noteholder of record thereof on the amount, if any, necessary immediately preceding Record Date by wire transfer to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (f) to the Class A Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee and shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Delaware Trustee, pro rata, based on amounts dueCode. (b) On each Payment Date, 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 Noteholders until the Outstanding Amount payments of the Class A Principal Distribution Amount, the Overcollateralization Increase Amount or the Liquidation Loss Distribution Amount on the Class A Notes is shall first be paid to the Class A-6 Notes in full and reduced an amount equal to zero, the Class A-6 Pro Rata Distribution Amount for such Payment Date and second, to the Class B Noteholders A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class A-6 Notes, in that order, in each case, until the Outstanding Amount outstanding Note Balance of that class has been reduced to zero; provided, however, that if the Note Balance of the Class B M-1 Notes is paid in full and has been reduced to zero, payments of principal on the Class A Notes will be paid pro rata to the outstanding Classes of Class A Notes. On any Payment Date, distributions in respect of the payment of any interest shortfalls to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Class A-4 Notes, Class A-5 Notes or the Class A-6 Notes, shall be allocated to each such Class on a pro rata basis, in accordance with the amount of any such interest shortfalls on such Class of Notes. Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibits A-1, A-2 and A-3. Accordingly, notwithstanding the order of pr▇▇▇▇▇▇ set forth in Section 2.8 above; provided 3.05(a)(i) through (v), on the Final Payment Date or on the Payment Date on which amounts paid by the Servicer in connection with the purchase of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement are distributed, all amounts available to be distributed to Noteholders and Certificateholders will be applied first to pay accrued and unpaid interest on each Class of Class A Notes, pro rata, and then to pay principal in reduction of the Note Balance of Class of Class A Notes, pro rata, until such Note Balance has been reduced to zero, and then to the Class M-1, Class M-2 and Class B Notes, in that order, in each case first to pay accrued and unpaid interest thereon and then to pay principal in reduction of the Note Balance of such Class, until its respective Note Balance has been reduced to zero, and then, as appropriate, shall be distributed in accordance with Sections 3.05(a)(vi) through (xxi). All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraph (a) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or other final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. (c) On each Payment Date, the amount of any Liquidation Loss Amounts with respect to the prior calendar month that were not distributed pursuant to Sections 3.05(a)(vi), (viii), (x) or (xii), will be applied as follows: first, to reduce any Overcollateralization Amount (after allocation of Principal Collections and Interest Collections on the Mortgage Loans for such distribution shall not exceed Payment Date) until such amount has been reduced to zero; second, to reduce the Outstanding Amount Note Balance of the Class A Notes or the Class B Notes, as applicableuntil the Note Balance thereof has been reduced to zero; third, after giving effect to all other payments in respect of principal reduce the Note Balance of the Class M-2 Notes, until the Note Balance thereof has been reduced to zero; fourth, to reduce the Note Balance of the Class M-1 Notes, until the Note Balance thereof has been reduced to zero; and fifth, to reduce the Note Balance of each Class of Class A Notes and then outstanding, pro rata, until the Note Balance of each Class B of Class A Notes has been reduced 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:zero.

Priority of Distributions. On each Quarterly 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly 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; (d) to the Class B A Noteholders, until the principal balance of such class is paid in full, the Class B A Noteholders’ Interest Principal 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 Noteholders, until the principal balance of 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 Delaware 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; (ig) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jh) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indentureany potential future cap counterparty under a potential future interest rate cap agreement, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any payment under such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notespotential future interest rate cap agreement, 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 (ki) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any optional advances of delinquent principal and/or interest on the Mortgage Loans made by the Servicer in respect of the related Collection Period, any Policy Draw Amount deposited into the Note Payment Account (to be applied solely with respect to the payment of amounts described in clauses (ii), (iii) and (iv) under paragraph (a) of this Section 3.05) pursuant to Section 3.28(a), and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or Capitalized Interest Account pursuant to Sections 3.16 and 3.17 of the Servicing Agreement, is as follows: (i) to pay to the Enhancer, the premium for the Policy for such Payment Date and any previously unpaid premiums, with interest thereon as provided in the Insurance Agreement; (ii) for payment by the Paying Agent concurrently to the Noteholders of each Class of Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance or the Notional Amount in the case of the Class A-IO Notes, immediately prior to such Payment Date and interest due and unpaid on any Class of Notes for any prior Payment Date; (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (v) to the Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement; (vi) to the Class SB Certificates in accordance with section 5.01(g)(iii) of the Trust Agreement, an amount not greater than the Excess Capitalized Interest Requirement to be distributed in accordance with Section 3.05(d) below; (vii) for payment by the Paying Agent to the Noteholders on or after the Payment Date in October 2003, as a distribution of principal on the Notes, other than the Class A-IO Noteholders, the Overcollateralization Increase Amount for such Payment Date, to be allocated to the Notes of each Class, other than the Class A-IO Notes, as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (viii) to pay to the Enhancer, any other amounts owed to the Enhancer pursuant to the Insurance Agreement; (ix) to pay any Interest Shortfalls for such Payment Date on any of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class A-5 Notes in the amounts set forth in Section 3.05(b); (x) to pay any previously unpaid Interest Shortfalls on the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class A-5 Notes, with interest thereon at the respective Note Rate in the amounts set forth in Section 3.05(b); (xi) subject to Section 3.05(b), to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (xii) any remaining amounts, including the amount of any Interest Shortfalls on the Class A-IO Notes for such Payment Date or any previous Payment Date and previously unpaid, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date an Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date (up to the outstanding Note Balance) will include all Liquidation Loss Amounts for such Payment Date and then shall make for all previous Payment Dates until paid or covered in full, to the following deposits and distributions extent that such Liquidation Loss Amounts are not otherwise covered by a Liquidation Loss Distribution Amount, a draw on the Policy or a reduction in the Overcollateralization Amount. On each Payment Date, the Paying Agent shall apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders of any Class shall be paid in respect of the Servicer, Notes of that Class in accordance with 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; applicable percentage as set forth in paragraph (c) below. Interest on the Class A-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes and Class A-IO Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Class A Noteholders, Noteholder of record thereof on the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) immediately preceding Record Date by wire transfer 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 Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) Payments made on the Notes, other than the Class A-IO Notes, on each Payment Date with respect to the Principal Collection Distribution Amount, the Liquidation Loss Distribution Amount and the Delaware TrusteeOvercollateralization Increase Amount for such Payment Date shall be paid in the following order: (i) first, pro ratato the Class A-5 Notes, based on amounts duein an amount up to the Class A-5 Lockout Distribution Amount for such Payment Date, any unpaid fees and expenses due under Section 6.7 until the outstanding Note Balance of the Class A-5 Notes has been reduced to zero, and (ii) second, sequentially, to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class A-5 Notes, in that order, in each case until the outstanding Note Balance of that class has been reduced to zero. On any Payment Date, distributions in respect of the payment of any Interest Shortfalls to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes or Class A-IO Notes, shall be allocated to each such Class on a pro rata basis, in accordance with the amount of any such Interest Shortfalls on such Class of Notes. If Excess Spread on any Payment Date is not sufficient to cover Interest Shortfalls on all Classes of Notes for that Payment Date, amounts paid pursuant to clause (ix) will be reduced by the Class A-IO Note's pro rata share of amounts available, and those amounts will be paid to the Class A-IO Notes pursuant to clause (xii). Similarly, if Excess Spread available to be paid on any Payment Date is not sufficient to cover Interest Shortfalls on all Classes of Notes remaining unpaid from any previous Payment Date, amounts paid pursuant to clause (x) will be reduced by the Class A-IO Note's pro rata share of amounts available, and those amounts will be paid to the Class A-IO Notes pursuant to clause (xii). In addition, amounts paid pursuant to clause (xi) will be reduced by amounts payable to the Class A-IO Notes pursuant to clause (xii). (c) Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibit A. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or Sections 8.1 other final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and 8.3 any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. On each Payment Date, the Overcollateralization Amount available to cover any Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that such Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Amount or a payment in respect of Liquidation Loss Amounts). (d) With respect to each Payment Date during the Pre-Funding Period, the Indenture Trustee shall, pursuant to Section 3.10 of the Trust Agreement, as applicable, including, without limitation, deposit any indemnity amounts, amounts that would otherwise be paid 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 Class SB Certificates pursuant to Section 6.1(a) below or Section 4.4 of 3.05(a)(vi), up to the Indenture, on each subsequent Distribution Excess Capitalized Interest Requirement for such Payment Date, an accelerated payment of principal into the Capitalized Interest Account. Amounts deposited by the Indenture Trustee into the Capitalized Interest Account pursuant to this paragraph shall be paid, first, deposited on the same Payment Date and shall be deemed to have been distributed to the Class A Noteholders until the Outstanding Amount holder of the Class A Notes is paid in full and reduced to zero, and second, 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 SB Certificates in respect of principal their interest in REMIC III and deposited into the Capitalized Interest Account, pursuant to their instruction to the Indenture Trustee in Section 3.10 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:Trust Agreement.

Priority of Distributions. On each Distribution Date, the Administrator shall instruct the Indenture Administrator to first pay itself, the Administrator, the Indenture Trustee and the Paying Agent their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee/Paying Agent Fee and the Administration Fees, as applicable, for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall first make next pay the payments Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it (in sub-clause its capacity as such or individually) under the Trust Agreement for the related Distribution Date, shall next pay the Eligible Lender Trustee its respective portion of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee/Paying Agent Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (z) below such Trustee Fees and other amounts not to exceed $115,000 per annum in the aggregate prior to an Event of Default on the Notes), and then shall to 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 rata, based on the amounts payable as the Class A Noteholders’ Interest Distribution Amount; (dc) if the Class B Interest Subordination Condition is not in effect, to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (d) to the Class A-1 Noteholders, until the Outstanding Amount of the Class A-1 Notes has been reduced to zero, the Principal Distribution Amount; (e) to the Class A-2 Noteholders, until the Outstanding Amount of the Class A-2 Notes has been reduced to zero, any remaining Principal Distribution Amount; (f) to the Class A-3 Noteholders, until the Outstanding Amount of the Class A-3 Notes has been reduced to zero, any remaining Principal Distribution Amount; (g) to the Class A-4 Noteholders, until the Outstanding Amount of the Class A-4 Notes has been reduced to zero, any remaining Principal Distribution Amount, (h) if the Class B Interest Subordination Condition is in effect, to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (i) to the Class B Noteholders, until the Outstanding Amount of the Class B Notes has been reduced to zero, any remaining Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fee; (gl) to the Class B NoteholdersIndenture Administrator, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (h) to the Indenture Trustee, the Owner Trustee, the Eligible Lender Trustee Trustee, the Paying Agent, the Irish paying agent and the Delaware TrusteeIrish Stock Exchange, pro rata, based on amounts due, any unpaid (but only in respect of such paying agent’s fees and expenses fees associated with listing the Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under Section 6.7 of the Indenture or Sections 8.1 Basic Documents and 8.3 not previously paid; and (m) to the holder of the Trust Agreement, Certificate (as applicable, including, without limitationidentified to the Indenture Administrator by the Owner Trustee), any indemnity amounts, to the extent such remaining amounts have not been paid by the Administrator or paid pursuant to sub-clause (z) below; (i) to the Servicer, the aggregate unpaid amount after application of the Carryover Servicing Feepreceding clauses. Notwithstanding the foregoing, if any; (j) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below of this Agreement or Section 4.4 of the Indenture, on each subsequent Distribution Date, an the Administrator shall instruct the Indenture Administrator to distribute as accelerated payment payments of principal shall on the Notes, all amounts that otherwise would be paidpaid to the holder of the Trust Certificate pursuant to clause (m) above, first, first to the Class A Noteholders in the same order and priority as is set forth in clauses 2.8(d) through (g) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(i) above; provided provided, that the amount of such distribution shall not exceed the Outstanding Amount of the Class A Notes or and 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to the Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; Administration Agreement (f) to the Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to the Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to the Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) 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 Noteholders, until the principal balance of 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 Delaware 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; (ik) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any;; and (jl) to the extent not applied to make an upfront or other payment to an interest rate cap counterparty under an interest rate cap agreement pursuant to Section 2.1(dd) hereof, to the Excess Distribution Certificateholder (initially, SLM ECFC), 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 (h) above to be made on such Distribution Date, the Outstanding Amount 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, (3) the balance of the Capitalized Interest Account on the Distribution Date following those distributions required to be made under clauses 2.8(a) through (d) above, and (4) the balance of the Reserve Account on such Distribution Date following those distributions required to be made under clauses 2.8(a) through (h) 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; and (y) In the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clauses 2.8(e) through (h) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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 Administration Agreement 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:.

Priority of Distributions. (a) On or before each Distribution Quarterly Payment Date, the Indenture Trustee Administrator shall first make instruct the payments in sub-clause (z) below and then shall Paying Agent to make the following deposits and distributions in the amounts and in the order of priority set forth below: (ai) to the Master Servicer, the Primary Servicing Fee due on that Distribution Datesuch Quarterly Payment Date and prior unpaid Primary Servicing Fees; (bii) to the Administrator, the Administration Fee due on that Distribution such Quarterly Payment Date and all prior unpaid Administration Fees; (ciii) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as to each class of Class A Noteholders’ Interest Distribution AmountNotes for such interest; (div) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (ev) sequentially, 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 [A-1] Noteholders, Class [A-2] Noteholders, Class [A-3] Noteholders, Class [A-4] Noteholders, Class [A-5] Noteholders and Class [A-6] Noteholders, in that order, until the principal balance each of such class those classes is paid in full, the Class A Noteholders’ Principal Distribution Amount; (gvi) on each Quarterly Payment Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Quarterly Payment Date, to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (hvii) to the Indenture TrusteeReserve Account, the Eligible Lender Trustee and amount, if any, necessary to replenish the Delaware Trustee, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 balance of the Indenture or Sections 8.1 and 8.3 of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, Reserve Account to the extent such amounts have not been paid by the Administrator or paid pursuant to sub-clause (z) belowSpecified Reserve Account Balance; (iviii) to the Master Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any;; and (jix) to the Certificateholders, any remaining amounts after application of the preceding clauses. (b) Notwithstanding the foregoing in Section 2.8(a) hereof: (i) If (x) on any Quarterly Payment Date following distributions under Sections 2.8(a)(i) through (a)(v) hereof to be made on such Quarterly Payment Date, the event Outstanding Amount of the Class A Notes would be in excess of (A) the sum of (1) the outstanding Pool Balance as of the last day of the related Collection Period, (2) any accrued but unpaid interest on the Trust Student Loans are not sold as of the last day of the related Collection Period, (3) the balance of the Capitalized Interest Account on such Quarterly Payment Date following those distributions required to be made under Sections 2.8(a)(iii) and (a)(iv) hereof, (4) the balance of the Consolidation Loan Add-On Account on such Quarterly Payment Date, and (5) the balance of the Reserve Account on such Quarterly Payment Date following those distributions required to be made under Sections 2.8(a)(i) through (a)(iv) hereof, minus (B) the Specified Reserve Account Balance for such Quarterly Payment Date, or (y) an Event of Default affecting the Class A Notes shall have occurred and be continuing, then, until the conditions described in (x) or (y) no longer exist, amounts on deposit in the Collection Account and the Reserve Account shall be applied pursuant to Section 6.1(a5.4(b) below or Section 4.4 of the Indenture; and (ii) In the event the Master Servicer has not exercised its option to purchase the Trust Student Loans, the amount that would otherwise be paid to the Certificateholders shall be applied on each subsequent Distribution Date, Quarterly Payment Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in Section 2.8(a)(v) hereof until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 above2.8(a)(vi) hereof; 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 Quarterly Payment Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:.

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any optional advances of delinquent principal and/or interest on the Mortgage Loans made by the Servicer in respect of the related Collection Period, any Policy Draw Amount deposited into the Note Payment Account (to be applied solely with respect to the payment of amounts described in clauses (ii), (iii) and (iv) under paragraph (a) of this Section 3.05) pursuant to Section 3.28(a), and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or the Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) to pay to the Enhancer, the premium for the Policy for such Payment Date and any previously unpaid premiums, with interest thereon as provided in the Insurance Agreement; (ii) for payment by the Paying Agent to the Noteholders of each Class of Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance or the Notional Amount in the case of the Class A-IO Notes, immediately prior to such Payment Date and interest due and unpaid on any Class of Notes for any prior Payment Date; (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (v) to the Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement; (vi) to the Class SB Certificates, an amount not greater than the Excess Capitalized Interest Requirement to be distributed in accordance Section 3.05(d) below; (vii) to the Distribution Account, for distribution to the holders of the Certificates by the Certificate Paying Agent through and including the Payment Date in April 2002, an amount equal to 100% of any remaining available funds; (viii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, other than the Class A-IO Noteholders, the Overcollateralization Increase Amount for such Payment Date, to be allocated to the Notes of each Class, other than the Class A-IO Notes, as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (ix) to pay to the Enhancer, any other amounts owed to the Enhancer pursuant to the Insurance Agreement; (x) to pay any Interest Shortfalls for such Payment Date on any of the Class A-1 Notes, the Class A-2 Notes, the Class A-4 Notes or the Class A-5 Notes; (xi) to pay any previously unpaid Interest Shortfalls on the Class A-1 Notes, the Class A-2 Notes, the Class A-4 Notes or the Class A-5 Notes, with interest thereon at the respective Note Rate; (xii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (xiii) any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date an Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date (up to the outstanding Note Balance) will include all Liquidation Loss Amounts for such Payment Date and then shall make for all previous Payment Dates until paid or covered in full, to the following deposits and distributions extent that such Liquidation Loss Amounts are not otherwise covered by a Liquidation Loss Distribution Amount, a draw on the Policy or a reduction in the Overcollateralization Amount. On each Payment Date, the Paying Agent shall apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders shall be paid in respect of the Servicer, Notes in accordance with 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; applicable percentage as set forth in paragraph (c) to below. Interest on the Class A NoteholdersA-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-2 Notes, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B NoteholdersA-3 Notes, 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 Noteholders, until the principal balance of such class is paid in fullA-4 Notes, the Class A Noteholders’ Principal Distribution Amount; (g) A-5 Notes and the Class A-IO Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Class B Noteholders, until Noteholder of record thereof on the principal balance of immediately preceding Record Date by wire transfer to an account specified in writing by such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (h) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) Any payments of principal on the Notes shall be paid first to the Class A-1 Notes, until the Note Balance of such class has been paid to zero, and then pro rata between (i) the Class A-2 Notes and (ii) Class A Group in accordance with the outstanding Note Balance of the Class A-2 Notes and the Delaware Trustee, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 aggregate outstanding Note Balance of the Class A Group. Payments of principal allocated to the Class A Group will be paid sequentially to the Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes, in that order, in each case until the outstanding Note Balance of that class has been reduced to zero. On any Payment Date, distributions in respect of the payment of any Interest Shortfalls pursuant to clauses 3.05(a)(x) and (xi) above to the Class A-1 notes, the Class A-2 notes or the Class A-5 notes, shall be allocated to each such Class on a pro rata basis, in accordance with the amount of any such Interest Shortfalls on such Class of Notes. (c) Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Exhibit A. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or Sections 8.1 other final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and 8.3 any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. On each Payment Date, the Overcollateralization Amount available to cover any Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that such Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Amount or a payment in respect of Liquidation Loss Amounts). (d) With respect to each Payment Date during the Pre-Funding Period, the Indenture Trustee shall, pursuant to Section 3.10 of the Trust Agreement, as applicable, including, without limitation, deposit any indemnity amounts, amounts that would otherwise be paid 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 Class SB Certificates pursuant to Section 6.1(a) below or Section 4.4 of 3.05(a)(vi), up to the Indenture, on each subsequent Distribution Excess Capitalized Interest Requirement for such Payment Date, an accelerated payment of principal into the Capitalized Interest Account. Amounts deposited by the Indenture Trustee into the Capitalized Interest Account pursuant to this paragraph shall be paid, first, deposited on the same Payment Date and shall be deemed to have been distributed to the Class A Noteholders until the Outstanding Amount holder of the Class A Notes is paid in full and reduced to zero, and second, 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 SB Certificates in respect of principal their interest in REMIC II and deposited into the Capitalized Interest Account, pursuant to their instruction to the Indenture Trustee in Section 3.10 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:Trust Agreement.

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any optional Servicer Advances in respect of the related Collection Period and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) first, for payment to the MI Policy Provider, the Mortgage Insurance Premium for such Payment Date; (ii) second, for payment by the Paying Agent to the Noteholders of each Class of Class A Notes, pro rata, interest for the related Interest Period at the related Note Rate on the related Note Balance, or the Notional Amount in the case of the Class A-IO Notes, immediately prior to such Payment Date, and interest due and unpaid pursuant to this clause on each Class of Class A Notes for any prior Payment Date plus interest on such unpaid amounts at the related Note Rate, (iii) third, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class M-1 Notes for any prior Payment Date plus interest on such unpaid amounts at the related Note Rate, (iv) fourth, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date and interest due and unpaid pursuant to this clause on the Class M-2 Notes for any prior Payment Date plus interest on such unpaid amounts at the related Note Rate, (v) fifth, for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated as follows: (a) first, the Class A Principal Distribution Amount to be allocated to each Class of Class A Notes (other than the Class A-IO Notes) as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (b) second, the Class M-1 Principal Distribution Amount to the Class M-1 Notes until the Note Balance of the Class M-1 Notes has been reduced to zero; and (c) third, the Class M-2 Principal Distribution Amount to the Class M-2 Notes until the Note Balance of the Class M-2 Notes has been reduced to zero; and (vi) sixth, for payment by the Paying Agent to each Class of Class A Notes in the priority set forth in section 3.05(b), an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class A Notes pursuant to Section 3.05(c) hereof) until the Note Balance of each Class of Class A Notes has been reduced to zero; (vii) seventh, for payment by the Paying Agent to each Class of Class A Notes then outstanding, to pay any Liquidation Loss Amounts, pro rata, among the then outstanding Classes of Class A Notes, allocated to the reduction of the Note Balance of such Class of Class A Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (viii) eighth, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes to the extent not paid to the Class A Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class M-1 Notes has been reduced to zero; (ix) ninth, until such time as the Note Balance of the Class M-1 Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-1 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (x) tenth, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes to the extent not paid to the Class A or Class M-1 Notes on that Payment Date, an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof) until the Note Balance of the Class M-2 Notes has been reduced to zero; (xi) eleventh, until such time as the Note Balance of the Class M-2 Notes has been reduced to zero, to pay any Liquidation Loss Amounts allocated to the reduction of the Note Balance of the Class M-2 Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (xii) twelfth, on each Payment Date occurring on or after the Payment Date in October 2004, for payment by the Paying Agent to the Noteholders of the Class of the Class A Notes in the priority set forth in Section 3.05(b), the Overcollateralization Increase Amount, if any, until the Note Balance of each Class of Class A Notes has been reduced to zero; (xiii) thirteenth, on each Payment Date occurring on or after the Payment Date in October 2004, for payment by the Paying Agent to the Noteholders of the Class M-1 Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A Notes, until the Note Balance of the Class M-1 Notes has been reduced to zero; (xiv) fourteenth, on each Payment Date occurring on or after the Payment Date in October 2004, for payment by the Paying Agent to the Noteholders of the Class M-2 Notes, the Overcollateralization Increase Amount, if any, to the extent not paid to the Class A or Class M-1 Notes, until the Note Balance of the Class M-2 Notes has been reduced to zero; (xv) fifteenth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; (xvi) sixteenth, for payment by the Paying Agent pursuant to the irrevocable instruction of the holders of the Class SB Certificates (as the parties otherwise entitled to such amounts as the owners of the REMIC III Regular Interests SB) as set forth in the Trust Agreement and incorporated herein, to the Noteholders of the Class A Notes, pro rata in accordance with their respective amounts of Interest Carry Forward Amounts, the Class M-1 Notes, and the Class M-2 Notes, in that order, the amount of any Interest Carry Forward Amount related to such Class of Notes, and (xvii) seventeenth, any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, however, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (zv) below above shall be equal to the related Note Balance immediately prior to such Payment Date. Amounts distributed to the Noteholders pursuant to the above clauses (i) through (xiv) from Interest Collections, Principal Collections and Advances shall be treated for tax purposes as distributions with respect to the REMIC III Regular Interests A-1A, A-1B, A-1C, A-3, A-4, A-IO, ▇-▇ ▇▇▇ ▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇stributed to the Noteholders pursuant to clause (xvi) above shall be treated for tax purposes as having been distributed to the Class SB Certificateholders as the owners of REMIC III Regular Interest SB and then paid by them to the Noteholders pursuant to a notional principal contract for the payment of such amounts. On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders of any Class shall be paid in respect of the Servicer, Notes of that Class in accordance with the Primary Servicing Fee due on that Distribution Date; applicable percentage as set forth in paragraph (b) to the Administrator, the Administration Fee due below. Interest on that Distribution Date and all prior unpaid Administration Fees; (c) to each Class of the Class A NoteholdersA-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-2 Notes, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B NoteholdersA-3 Notes, 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 Noteholders, until the principal balance of such class is paid in fullA-4 Notes, the Class A Noteholders’ Principal Distribution Amount; (g) to the Class B Noteholders, until the principal balance of such class is paid in fullA-IO Notes, the Class B Noteholders’ Principal Distribution Amount; (h) M-1 Notes and the Class M-2 Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Noteholder of record thereof on the immediately preceding Record Date by wire transfer to an account specified in writing by such Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Trustee and Note Register, the Delaware Trusteeamount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of that the Indenture or Sections 8.1 and 8.3 of the Trust Agreement, as applicable, including, without limitation, Trustee shall not pay to any indemnity amounts, such Noteholder any amounts required to the extent be withheld from a payment to such amounts have not been paid Noteholder 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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:Code.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing:: (1) to the Class A Noteholders, the Class A Noteholders’ ' Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d2) if one or more Interest Rate Swap Agreements are then in effect, to the related Interest Rate Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each Interest Rate Swap Counterparty under the related Interest Rate Swap Agreement; and (3) to each Interest Rate Swap Counterparty, the amount of any Swap Termination Payment due to that Interest Rate Swap Counterparty under the related Interest Rate Swap Agreement due to a Termination Event (as defined in the related Swap Agreement) resulting from a payment default under the related Interest Rate Swap Agreement by the Trust or the insolvency of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders' Interest Distribution Amount; (ef) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders, the Class A-6 Noteholders and the Class A-7 Noteholders, in that order, until each such class paid in full, the Class A Noteholders' Principal Distribution Amount; provided, however, if any such class of Reset Rate Notes bears a fixed rate of interest, any Class A Noteholders' Principal Distribution Amount allocated to such class will be deposited into the Accumulation Account for that class, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the principal balance of that class to zero (including deposits made on the same date); (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to the Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullInvestment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Interest Rate Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Interest Rate Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of a class of Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (p) to the Excess Distribution Certificateholder (initially the Depositor or an Affiliate thereof), any remaining amounts after application of the preceding clauses. In the event that a Swap Termination Payment is owed by the Trust to the Interest Rate Swap Counterparty and a Replacement Transaction (as defined in the related Interest Rate Swap Agreement) is procured by the Trust under which the replacement Interest Rate Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Interest Rate Swap Counterparty to the extent that a payment is owed by the Trust to that Interest Rate Swap Counterparty. If after making that payment, the original Interest Rate Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes, less amounts (other than Investment Earnings) on deposit in all Accumulation Accounts, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of the Reserve Account on such Distribution Date following those distributions required to be made on a Distribution Date under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and the Supplemental Interest Account Deposit Amount 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders' Distribution Amount and the Supplemental Interest Account Deposit Amount before any amounts are applied to the payment of the Class B Noteholders' Distribution Amount.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (h) 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 Noteholders, until the principal balance of 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 Delaware 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;; and (j) to the Excess Distribution Certificateholder, 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 (f) above to be made on such Distribution Date, the Outstanding Amount 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 (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; and (y) In the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clauses 2.8(e) and (f) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(g) 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) sequentially, to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders, Class A-4 Noteholders, Class A-5 Noteholders and Class A-6 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) on each Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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;; and (ji) to the extent not applied to make an upfront or other payment to an interest rate cap counterparty under an interest rate cap agreement pursuant to Section 2.1(cc) hereof, to the Excess Distribution Certificateholder (initially, SLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing: Administration Agreement (x) If (i) on any Distribution Date following distributions under clauses 2.8(a) through (e) above to be made on such Distribution Date, the Outstanding Amount 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, (3) the balance of the Capitalized Interest Account on the Distribution Date following those distributions required to be made under clauses 2.8(c) and (d) above, (4) the balance of the Add-On Consolidation Loan Account on such Distribution Date, and (5) the balance of the Reserve Account on such Distribution Date following those distributions required to be made under clauses 2.8(a) through (e) 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; and (y) In the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(e) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(f) 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than any class of Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to the Reset Rate Noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for any class of Reset Rate Notes with respect to interest payments to be made to such Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of the related Swap Interest Payments (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each applicable Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty, the amount of any Swap Termination Payment due to such Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a “Failure to Pay or Deliver” by the Trust under Section 5(a)(i) of the related Swap Agreement or a “Bankruptcy” of the Trust under Section 5(a)(vii) of the related Swap Agreement; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders and Class A-2 Noteholders, the Class A Noteholders’ Principal Distribution Amount, in that order, until the Outstanding Amount of each such class of Notes is paid in full; second, any remaining Class A Noteholders’ Principal Distribution Amount, to the Class A-3 Noteholders, until the Outstanding Amount of the Class A-3 Notes is paid in full; provided, however, (i) if the Class A-3 Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, principal payments will be allocated to the related Accumulation Account, until amounts on deposit therein are sufficient to reduce the Outstanding Amount of the Class A-3 Notes to zero, and (ii) if the Class A-3 Notes are in Foreign Exchange Mode, such principal payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if the Class A-3 Notes are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of such Class A-3 Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the related Accumulation Account; provided further that for purposes of this second, priority the Class A-3 Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the related Accumulation Account; third, any remaining Class A Noteholders’ Principal Distribution Amount, to the Class A-4 Noteholders, until the Outstanding Amount of the A-4 Notes is paid in full; and fourth, any remaining Class A Noteholders’ Principal Distribution Amount to the Class A-5 Noteholders, until the Outstanding Amount of the Class A-5 Notes is paid in full; provided, however, that (i) if the Class A-5 Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, principal payments will be allocated to the related Accumulation Account, until amounts on deposit therein are sufficient to reduce the Outstanding Amount of the Class A-5 Notes to zero, and (ii) if the Class A-5 Notes are then denominated in a currency other than U.S. Dollars, principal payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if the Class A-5 Notes are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of such Class A-5 Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to any related Accumulation Account; provided further that for purposes of this fourth, priority, the Outstanding Amount of the Class A-5 Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the related Accumulation Account; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in the event the Trust Student Loans are not sold pursuant to Section 6.1(aclause (d)(3) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, firstabove; (n) if applicable, to the Class A Noteholders until Remarketing Agents, any Remarketing Fees due and owing by the Outstanding Amount Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Class A Reset Rate Notes is paid in full and reduced to zero, and second, 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 second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (kp) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (d)(3), (f) or (m) above, (1) with respect to payments of interest on any class of Reset Rate Notes if that class of Reset Rate Notes bears a fixed rate of interest or with respect to payments of principal on any class of Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust as set forth in the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes if that class of Reset Rate Notes are then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on any class of Reset Rate Notes if that class of Reset Rate Notes are then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. Notwithstanding the foregoing:

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; (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 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 Delaware 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 A-1 Noteholders until the Outstanding Amount of the Class A 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 secondthird, 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:

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; (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 A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 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 Delaware 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 A-1 Noteholders until the Outstanding Amount of the Class A 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, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes is paid in full and reduced to zero, fourth, to the Class A-4 Noteholders until the Outstanding Amount of the Class A-4 Notes is paid in full and reduced to zero, and secondfifth, 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:

Priority of Distributions. On each Quarterly Distribution Date, the Indenture Trustee shall first make the payments payment 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly Distribution Date and all prior unpaid Administration Fees; (c) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata Amount based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to the Class A Noteholders, until the principal balance of the Class A Notes is paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to the Class B Noteholders, until the principal balance of the Class B Notes is paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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 AgreementIndenture, as applicable, including, including without limitation, 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 Indentureany potential future cap counterparty under a potential future interest rate cap agreement, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any payment under such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notespotential future interest rate cap agreement, 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 CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

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; (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 A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 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 Delaware 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 A-1 Noteholders until the Outstanding Amount of the Class A 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, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes is paid in full and reduced to zero, and secondfourth, 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:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than to the Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to the Reset Rate Noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for the Reset Rate Notes with respect to interest payments to be made to the Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of the related Swap Interest Payments (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each applicable Swap Counterparty under the related Swap Agreement; and (3) if applicable, to each Interest Rate Swap Counterparty, the amount of any Swap Termination Payment due to that Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a “Failure to Pay or Deliver” by the Trust under Section 5(a)(i) of the related Swap Agreement or a “Bankruptcy” of the Trust under Section 5(a)(vii) of the related Swap Agreement; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the and the Class A-3 Noteholders, in that order, until the outstanding principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; second, any remaining Class A Noteholders’ Principal Distribution Amount, to the Class A-4 Noteholders, until the Outstanding Amount of the Class A-4 Notes is paid in full; provided, however, (i) if the Class A-4 Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, principal payments will be allocated to the Accumulation Account, until amounts on deposit therein are sufficient to reduce the Outstanding Amount of the Class A-4 Notes to zero, and (ii) if the Class A-4 Notes are in Foreign Exchange Mode, principal payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if the Class A-4 Notes are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of the Class A-4 Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the Accumulation Account; provided further, that for purposes of this priority second, the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the Accumulation Account; third, any remaining Class A Noteholders’ Principal Distribution, to the Class A-4 Noteholders until the Outstanding Amount of the Class A-5 Notes is paid in full; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in the event the Trust Student Loans are not sold pursuant to Section 6.1(aclause (d)(3) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, firstabove; (n) if applicable, to the Class A Noteholders until Remarketing Agents, any Remarketing Fees due and owing by the Outstanding Amount Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Class A Reset Rate Notes is paid in full and reduced to zero, and second, 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 second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (kp) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (d)(3), (f) or (m) above, (1) with respect to payments of interest on the Reset Rate Notes if the Reset Rate Notes bear a fixed rate of interest or with respect to payments of principal on the Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust as set forth in the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes if the Reset Rate Notes are then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on the Reset Rate Notes if the Reset Rate Notes are then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. Notwithstanding the foregoing:

Priority of Distributions. (a) On or before each Distribution Quarterly Payment Date, the Indenture Trustee Administrator shall first make instruct the payments in sub-clause (z) below and then shall Paying Agent to make the following deposits and distributions in the amounts and in the order of priority set forth below: (ai) to the Master Servicer, the Primary Servicing Fee due on that Distribution Datesuch Quarterly Payment Date and all prior unpaid Primary Servicing Fees; (bii) to the Administrator, the Administration Fee due on that Distribution such Quarterly Payment Date and all prior unpaid Administration Fees; (ciii) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as to each class of Class A Noteholders’ Interest Distribution AmountNotes for such interest; (div) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (ev) sequentially, 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 A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, in that order, until the principal balance each of such class those classes is paid in full, the Class A Noteholders’ Principal Distribution Amount; (gvi) on each Quarterly Payment Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Quarterly Payment Date, to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (hvii) to the Indenture TrusteeReserve Account, the Eligible Lender Trustee and amount, if any, necessary to replenish the Delaware Trustee, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 balance of the Indenture or Sections 8.1 and 8.3 of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, Reserve Account to the extent such amounts have not been paid by the Administrator or paid pursuant to sub-clause (z) belowSpecified Reserve Account Balance; (iviii) to the Master Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any;; and (jix) in to the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 Certificateholders, any remaining amounts after application of the Indenture, preceding clauses. (b) Notwithstanding the foregoing in Section 2.8(a) hereof: (i) If (x) on each subsequent Distribution any Quarterly Payment Date following distributions under Sections 2.8(a)(i) through (a)(v) hereof to be made on such Quarterly Payment Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes would be in excess of (A) the sum of (1) the outstanding Pool Balance as of the last day of the related Collection Period, (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, (3) the balance of the Capitalized Interest Account on such Quarterly Payment Date following those distributions required to be made under Sections 2.8(a)(iii) and (a)(iv) hereof, (4) the balance of the Consolidation Loan Add-On Account on such Quarterly Payment Date, and (5) the balance of the Reserve Account on such Quarterly Payment Date following those distributions required to be made under Sections 2.8(a)(i) through (a)(iv) hereof, minus (B) the Specified Reserve Account Balance for such Quarterly Payment Date, or (y) an Event of Default affecting the Class A Notes shall have occurred and be continuing, then, until the conditions described in (x) or (y) no longer exist, amounts on deposit in the Collection Account and the Reserve Account shall be applied pursuant to Section 5.4(b) of the Indenture; and (ii) In the event the Master Servicer has not exercised its option to purchase the Trust Student Loans, the amount that would otherwise be paid to the Certificateholders shall be applied on each subsequent Quarterly Payment Date to pay as an accelerated payment of principal on the Notes as follows: first, sequentially, to Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, in that order, until each of those classes is paid in full and reduced to zero, and second, to the Class B Noteholders 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 abovefull; 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 Quarterly Payment Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:.

Priority of Distributions. On each Distribution Date, the The Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as the Class A Noteholders’ ' Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as 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 A-1 Noteholders, until the principal balance of such class is paid in full, the Class A Noteholders’ ' Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, the Class A Noteholders' Principal Distribution Amount; (g) to the Class B A-3 Noteholders, until the principal balance of such class is paid in full, the Class B A Noteholders’ ' Principal Distribution Amount; (h) to the Indenture TrusteeClass A-4 Noteholders, the Eligible Lender Trustee and the Delaware Trusteeuntil paid in full, 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 Noteholders' Principal Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:Amount;

Priority of Distributions. [DISTRIBUTION PRIORITIES WILL REFLECT EACH SPECIFIC TRUST’S REQUIRED CASH FLOW ALLOCATIONS]. 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) sequentially in this order (i) to the Administrator, the Administration Fee due on that Distribution Date and all prior unpaid Administration Fees, then (ii) subject to the Annual ARR Fee Cap, to the Asset Representations Reviewer, the amount of all fees then due and payable to the Asset Representations Reviewer on such Distribution Date under Section 2.16A of the Asset Representations Review Agreement, then (iii) subject to the Annual ARR Fee Cap, to the Asset Representations Reviewer, the amount of all fees and expenses then due and payable with respect to any ongoing or completed asset representations review on such Distribution Date under Section 2.16B of the Asset Representations Review Agreement; (c) [pro rata, based on the aggregate principal balance of the Class A Notes and the amount of any Swap Termination Payments due and payable by the Issuer to a Swap Counterparty under this clause (c):] (i) 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; (ii) [to each Swap Counterparty, the amount of any Swap Termination Payments due to a Swap Counterparty under the related Swap Agreement due to a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount and Class B Noteholders’ Interest Distribution Amount as of such Distribution Date, such amounts shall be applied to pay the portion, if any, of any Swap Termination Payments referred to above remaining unpaid]; and (iii) to each Swap Counterparty, any Swap Payments payable by the Issuer to such Swap Counterparty by the Issuer under the related Swap Agreement for such Distribution Date;] (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 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) [on or after the Distribution Date occurring in _______ 20__, first, to the Class A-1 Noteholders, second, to the Class A-2 Noteholders and third, to the Class B Noteholders, any remaining amounts after application of the preceding clauses, until the principal balance of each such class is paid in full;] (i) to the Asset Representations Reviewer, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Owner Trustee, pro rata, based on amounts due, any unpaid fees fees, expenses and expenses indemnities due under Section 6.7 of the Indenture Indenture, Article VI of the Eligible Lender Trust Agreement, Sections 2.16A and 2.16B of the Asset Representations Review Agreement, 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) belowbelow or accrued but unpaid amounts owed to the asset representations reviewer pursuant to clauses (b)(ii) and (b)(iii) above; (ij) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jk) [to each Swap Counterparty, the amount of any Swap Termination Payments owed by the Issuer to such Swap Counterparty under the related Swap Agreement and not payable in clause (c)(2) above;] (l) 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 A-1 Noteholders until the Outstanding Amount of the Class A 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 secondthird, 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] (km) [after the aggregate Outstanding Amount of the Notes has been reduced to zero, to the RC Certificateholder, until the outstanding RC Principal Balance thereof has been reduced to zero, any remaining amounts after application of the preceding clauses;] (n) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee Administrator shall first make pay itself and the payments Indenture Trustee their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall next pay the Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it under the Trust Agreement for the related Distribution Date, shall next pay the Eligible Lender Trustee its respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (such Trustee Fees and other amounts not to exceed $30,000 per annum in sub-clause (z) below the aggregate), and then shall to 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 ratably, without preference or priority of any kind among the classes of Class A Noteholders’ Interest Distribution AmountNotes, according to the amounts due and payable on the Class A Notes for such interest; (dc) if the Class B Interest Subordination Condition is not in effect, to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount; (d) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders, the Class A-6 Noteholders and the Class A-7 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; (e) if the Class B Interest Subordination Condition is in effect, to the Class B Noteholders, the Class B Noteholders' Interest Distribution Amount; (f) to the Class B Noteholders until paid in full, the Class B Noteholders' Principal Distribution Amount; provided that (x) if the Distribution Date is on or after the Stepdown Date, (y) a Trigger Event has occurred and is continuing and (z) any Class A Notes are Outstanding, then the remaining Available Funds will be distributed sequentially to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders, the Class A-6 Noteholders and the Class A-7 Noteholders, in that order, until each such class is paid in full; (g) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fh) to the Class A NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fees; (g) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (hi) to the Indenture Trustee, the Indenture Administrator, the Owner Trustee, the Eligible Lender Trustee Trustee, the paying agent in Ireland and the Delaware Trustee, pro rata, based on amounts due, any unpaid Irish Stock Exchange (but only in respect of such paying agent's fees and expenses fees associated with listing the Class A Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under Section 6.7 of the Indenture or Sections 8.1 Basic Documents and 8.3 of not paid for 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;related Distribution Date; and (j) in to the event holder of the Trust Certificate (as identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing, if the Trust Student Loans are not sold pursuant to Section 6.1(a) below of this Agreement or Section 4.4 of the Indenture, the amount that would otherwise be paid to the holder of the Trust Certificate shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(d) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(f) 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:.

Priority of Distributions. On each Quarterly Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly Distribution Date and all prior unpaid Administration Fees; (c) pro rata, to the Auction Agent and to the Broker-Dealers for their respective fees that are due and payable on such Quarterly Distribution Date to the extent that such Quarterly Distribution Date is also an Auction Rate Distribution Date; (d) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; provided that if such Quarterly Distribution Date is not also an Auction Rate Distribution Date for a class or classes of Auction Rate Notes, no amounts will be paid or allocated at this priority (d) to such class or classes of Auction Rate Notes; (de) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e1) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4 and Class A-5 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; and then (2) any remaining Class A Noteholders’ Principal Distribution Amount, pro rata, to the Class A-6A, Class A-6B and Class A-6C Notes, until the principal balance of each such class is paid in full (and in the case of the Auction Rate Notes in even lots of $50,000); provided that if such Quarterly Distribution Date is not also an Auction Rate Distribution Date for a class of Auction Rate Notes, all amounts allocated with respect to such class of Auction Rate Notes will be deposited into the Future Distribution Account for payment on the next related Auction Rate Distribution Date; (g) on each Quarterly Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Quarterly Distribution Date, to the Class B Noteholders until paid in full, the Class B Noteholders’ Principal Distribution Amount; (h) 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 Noteholders, until the principal balance of 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 Delaware 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) to the Auction Rate Noteholders, pro rata, any Carry-over Amounts; provided that if such Quarterly Distribution Date is not also an Auction Rate Distribution Date for a class of Auction Rate Notes, all amounts allocated with respect to such class of Auction Rate Notes will be deposited into the Future Distribution Account for payment on the next related Auction Rate Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, SLM ECFC), any remaining amounts after application of the preceding clauses. On each Quarterly Distribution Date, amounts on deposit in the Future Distribution Account that were allocated pursuant to Section 2.8A below to the payment of clauses (a), (b), (c) and (d) above on the three immediately preceding Monthly Allocation Dates will be withdrawn from the Future Distribution Account and used to make such payments to the extent not previously paid to the applicable parties before Available Funds or other available funds for payment of such amounts are utilized. Notwithstanding the foregoing: (x) If (i) on any Distribution Date following distributions under clauses 2.8(a) through (f) above to be made on such Distribution Date, the Outstanding Amount 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, (3) the balance of the Capitalized Interest Account on the Distribution Date following those distributions required to be made under clauses 2.8(d) and 2.8(e) above, (4) the balance of the Add-On Consolidation Loan Account on such Distribution Date, and (5) 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 (g) 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; and (y) In the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(g) 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture and then shall Administration Agreement 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (j) to Class A-6 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (k) to Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (l) 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 Noteholders, until the principal balance of 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 Delaware 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; (im) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any;; and (n) to the Excess Distribution Certificateholder, any remaining amounts after application of the preceding clauses. Administration Agreement Notwithstanding the foregoing: (x) If (i) on any Distribution Date following distributions under clauses 2.8(a) through (j) above to be made on such Distribution Date, the Outstanding Amount 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, (3) the balance of the Capitalized Interest Account on the Distribution Date following those distributions required to be made under clauses 2.8(c) and (d) above, (4) the balance of the Add-On Consolidation Loan Account on such Distribution Date, and (5) the balance of the Reserve Account on such Distribution Date following those distributions required to be made under clauses 2.8(a) through (j) 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; and (y) In the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clauses 2.8(e) through (j) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(k) 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:.

Priority of Distributions. On (a) The Indenture Trustee shall deposit to the Collection Account, without duplication, upon receipt, (i) any payments related to the Class A Bonds made pursuant to the Policy, (ii) the proceeds of any liquidation of the assets of the Trust and (iii) Interest Collections and Principal Collections remitted by the Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee. (b) With respect to the Collection Account, on each Distribution Payment Date, the Indenture Trustee shall first make the payments in sub-clause (z) below and then shall make the following deposits allocations, disbursements and distributions transfers in the amounts and in the following order of priority set forth belowpriority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: (i) to the Indenture Trustee, the Trustee Fee then due; (ii) from amounts on deposit therein, the Premium Amount with respect to the Class A Bonds to the Insurer for such Payment Date (iii) from amounts then on deposit therein, to the Class A Bondholders, the Interest Payment Amount for such Payment; (iv) on each Payment Date during the Managed Amortization Period, from amounts then on deposit therein, to the Depositor, the portion of Additional Balance Contributed Amount for such Payment Date related to HELOC Mortgage Loans; (v) from amounts then on deposit therein, to the Class A Bondholders as a distribution of principal, the Principal Payment Amount for such Payment Date; (vi) from amounts then on deposit therein, to the Class A Bondholders, as a distribution of principal, the Overcollateralization Deficit for such Payment Date; (vii) from amounts then on deposit therein, to the Insurer, the Reimbursement Amount, if any, then due to it; (viii) from amounts then on deposit therein, the Excess Cashflow with respect to the Class A Bonds shall be applied to the extent necessary to fund the full amount of the Accelerated Principal Payment; (ix) from amounts then on deposit, pari passu (a) to the Servicer, reimbursement for amounts reimbursable to the Primary Servicer pursuant to Section 3.03 and Section 5.03 of the Sale and Servicing Fee due on that Distribution Date; Agreement to the extent not previously reimbursed and (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; (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 Noteholders, until the principal balance of 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 Delaware Trustee, pro rata, based up to a maximum of $5,000 on any Payment Date to pay certain amounts due, any unpaid fees and expenses due under Section 6.7 of that may be required to be paid to the Indenture Trustee with respect to its or Sections 8.1 the Custodian's preparation and 8.3 recording of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, to the extent such assignments of mortgages (which amounts have were not been paid by the Administrator or previously paid pursuant to sub-clause (zi) belowor reimbursed pursuant to the Sale and Servicing Agreement); (ix) to the Servicerfrom amounts then on deposit therein, 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, current Deferred Interest with respect to the Class A Noteholders until Bonds and any unpaid Deferred Interest from prior Payment Dates with interest thereon at the Outstanding Amount Formula Bond Rate; (xi) to the Indenture Trustee, all remaining amounts due and owing to the Indenture Trustee pursuant to the Basic Documents and not otherwise paid pursuant to clause (i) or (ix); (xii) to the Manager of the Class A Notes is paid in full Trust, the Management Fee then due and reduced to zero, any amount due and second, owing to the Class B Noteholders until the Outstanding Amount Manager pursuant to Section 5(b) 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 DateManagement Agreement; and (kxiii) to the Excess Distribution Certificateholder (initially, Navient CFC)Residual Certificateholders, any amounts remaining amounts after application of on deposit in the preceding clauses. Notwithstanding the foregoing:Collection Account.

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; (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 A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 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 Delaware 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 A-1 Noteholders until the Outstanding Amount of the Class A 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, third, to the Class A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes is paid in full and reduced to zero, and secondfourth, 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:

Priority of Distributions. On each Distribution Date, the Paying Agent shall, in each of the following cases, only to the extent not paid by the Administrator or the Depositor) first reimburse the Indenture Trustee for all amounts due under Section 6.7 of the Indenture, shall first make next pay to the payments Eligible Lender Trustee amounts due under Section 10 of the Eligible Lender Trust Agreement[s], shall next pay to the Owner Trustee amounts due under Section 8.1 of the Trust Agreement (such fees and other amounts due to the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee not to exceed $[______] per annum in sub-clause (zthe aggregate) 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) sequentially, to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders, Class A-4 Noteholders and Class A-5 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) on each Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Distribution Date, sequentially, to the Class B-1 and Class B-2 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (ki) to the Excess Distribution Certificateholder holder of the Trust Certificate (initially, Navient CFC▇▇▇▇▇ Fargo Bank, N.A.), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Quarterly Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Quarterly Distribution Date; (b) to the Administrator, the Administration Fee due on that Quarterly Distribution Date and all prior unpaid Administration Fees; (c) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3 and Class A-4 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; Administration Agreement (f) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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; (ji) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indentureany potential future cap counterparty under a potential future interest rate cap agreement, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 any payment under such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notespotential future interest rate cap agreement, 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 (kj) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections and Interest Collections in the Note Payment Account, any advances of delinquent principal and/or interest on the Home Loans made by the Servicer in respect of the related Collection Period, any Policy Draw Amount deposited into the Note Payment Account pursuant to Section 3.28(a), any payment under the Limited Reimbursement Agreement deposited therein pursuant to Section 3.30, and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or the Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) to pay to the Credit Enhancer, the Premium for the Policy for such Payment Date and any previously unpaid Premiums, with interest thereon as provided in the Insurance Agreement, and to the designee or designees of the Credit Enhancer pursuant to Section 3.30, the amount of any monthly fee for the Limited Reimbursement Agreement, on a pro rata basis and any previously unpaid monthly fees, with interest thereon as provided in the Limited Reimbursement Agreement; (ii) for payment by the Paying Agent to the Noteholders of each Class of Notes, interest for the related Interest Period at the related Note Rate on the related Note Balance immediately prior to such Payment Date; (iii) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (iv) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (v) to the Credit Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement, provided, that no such reimbursement shall be made in respect of amounts that were paid to the Indenture Trustee under the Limited Reimbursement Agreement, or for which the Credit Enhancer is entitled to reimbursement under the Limited Reimbursement Agreement; (vi) for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Overcollateralization Increase Amount for such Payment Date, to be allocated to the Notes of each Class as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero; (vii) to pay to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; (viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; and (ix) any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, that in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Credit Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the portion allocable to the Notes of all Liquidation Loss Amounts for such Payment Date and then for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount or a draw on the Policy (up to the outstanding Note Balance). On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders shall be paid in respect of the Servicer, Notes in accordance with 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; applicable percentage as set forth in paragraph (c) below. Interest on the Class A-I-1 Notes and the Class A-II-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-I-2 Notes and the Class A-II-2 will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Class A Noteholders, Noteholder of record thereof on the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) immediately preceding Record Date by wire transfer 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 Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Trustee and Note Register, the Delaware Trusteeamount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of that the Indenture or Sections 8.1 and 8.3 Trustee shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Code. (b) On each Payment Date, distributions of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, principal to the extent such amounts have not been paid by the Administrator or paid Noteholders pursuant to sub-clause clauses 3.05(a)(iii), (ziv) below; and (ivi) to the Servicerabove, 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, allocated to the Class A Noteholders A-I Notes in the aggregate and (ii) the Class A-II Notes in the aggregate, in each case in proportion to the percentage of the Principal Collections derived from the related Loan Group with respect to such Payment Date, until the Outstanding Amount Note Balances of the Class A A-I Notes is paid or the Class A-II Notes have reduced to zero. After either the Class A-I Notes in full and the aggregate or the Class A-II Notes in the aggregate are reduced to zero, and second, all principal payments will be distributed to the remaining Class B Noteholders or Classes of Notes until the Outstanding Amount of the Class B Notes is paid in full and Note Balances thereof have been reduced to zero, in accordance with the following paragraph. (c) Principal of each Note shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Section 2.8 above; provided that Exhibit A. All principal payments on the amount Notes of such distribution each Class shall not exceed be made in accordance with the Outstanding Amount priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the Class A Notes close of business on the Record Date preceding the Final Payment Date or the Class B Notesother final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, after giving effect to all other payments in respect of principal unless such Note is then a Book-Entry Note, shall specify that payment of the Class A Notes principal amount and any interest due with respect to such Note at the Class B Notes Final Payment Date or such other final Payment Date 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 such final payment. (d) On each Payment Date, the Overcollateralization Amount available to cover any Liquidation Loss Amounts on such Payment Date shall be deemed to be made reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that such Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFCAmount), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (j) to Class A-6 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (k) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (l) 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 Noteholders, until the principal balance of 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 Delaware 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; (im) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any;; and (n) to the Excess Distribution Certificateholder, any remaining amounts after application of the preceding clauses; provided, that any amount owing to the Interest Rate Cap Counterparty as a termination payment shall be paid from such remaining amounts prior to the payment to the Excess Distribution Certificateholder. Notwithstanding the foregoing: (x) If (i) on any Distribution Date following distributions under clauses 2.8(a) through (j) above to be made on such Distribution Date, the Outstanding Amount 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, (3) the balance of the Capitalized Interest Account on the Distribution Date following those distributions required to be made under clauses 2.8(c) and (d) above, (4) the balance of the Add-On Consolidation Loan Account on such Distribution Date, and (5) the balance of the Reserve Account on such Distribution Date following those distributions required to be made under clauses 2.8(a) through (j) 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; and (y) In the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clauses 2.8(e) through (j) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(k) 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:.

Priority of Distributions. On each Distribution Date, the Administrator shall instruct the Indenture Administrator to first pay itself, the Administrator, the Indenture Trustee and the Paying Agent their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee/Paying Agent Fee and the Administration Fees, as applicable, for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall first make next pay the payments Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it (in sub-clause its capacity as such or individually) under the Trust Agreement for the related Distribution Date, shall next pay the Eligible Lender Trustee its respective portion of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee/Paying Agent Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (zsuch Trustee Fees and other amounts not to exceed $115,000 per annum in the aggregate prior to an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) below or 5.1(v) of the Indenture which has resulted in an acceleration of the Notes), and then shall to 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 AdministratorNoteholders, the Administration Fee due Interest Distribution Amount, pro rata, based on that the amounts payable to each class of Notes as the Interest Distribution Date and all prior unpaid Administration FeesAmount; (c) to the Class A A-1 Noteholders, until the Outstanding Amount of the Class A Noteholders’ Interest Distribution AmountA-1 Notes has been reduced to zero, pro rata based on amounts payable as Class A Noteholders’ Interest the Principal Distribution Amount; (d) to the Class B A-2 Noteholders, until the Outstanding Amount of the Class B Noteholders’ Interest A-2 Notes has been reduced to zero, any remaining Principal 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 NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fee; (g) to the Class B NoteholdersIndenture Administrator, until the principal balance Indenture Trustee, the Owner Trustee, the Eligible Lender Trustee, the Paying Agent, the Irish paying agent and the Irish Stock Exchange, (but only in respect of such class is paid in fullpaying agent’s fees and fees associated with listing the Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under the Class B Noteholders’ Principal Distribution Amount;Basic Documents and not previously paid; and (h) to pay any amounts owing to an interest rate derivative counterparty under an interest rate derivative agreement entered into pursuant to Section 2.1(u) above, and then to the Indenture Trustee, the Eligible Lender Trustee and the Delaware 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 holder of the Trust Agreement, Certificate (as applicable, including, without limitation, any indemnity amounts, identified to the extent such amounts have not been paid Indenture Administrator 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 CFCOwner Trustee), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:, if the Trust Student Loans are not sold pursuant to Section 6.1(a) of this Agreement or Section 4.4 of the Indenture, the Administrator shall instruct the Indenture Administrator to distribute as accelerated payments of principal on the Notes, all amounts that otherwise would be paid to the holder of the Trust Certificate pursuant to clause (m) above, to the Noteholders in the same order and priority as is set forth in clauses 2.8(c) and (d) until the Outstanding Amount of the Notes is reduced to zero; provided, that the amount of such distribution shall not exceed the Outstanding Amount of the Notes after giving effect to all other payments in respect of principal of the Notes to be made on such Distribution Date.

Priority of Distributions. (a) On each Distribution Date, the Indenture Trustee Administrator shall first make pay itself and the payments Indenture Trustee their respective portions of the Indenture Trustee/Indenture Administrator Fee for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date and shall next pay the Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it (in sub-clause its capacity as such or individually) under the Trust Agreement for the related Distribution Date (z) below such Trustee Fees and other amounts not to exceed $30,000 per annum in the aggregate), and then shall to make the following deposits and distributions in the amounts and in the order of priority set forth below: (ai) to the Servicer, the Primary Servicing Fee due on that Distribution Date; (bii) to the AdministratorSwap Counterparty, any Swap Payments payable by the Administration Fee due on that Issuer to the Swap Counterparty under the Swap Agreement for such Distribution Date and all prior unpaid Administration FeesDate; (ciii) pro rata, based on the Outstanding Amount of the Class A Notes and the amount of any Termination Payments due and payable by the Issuer to the Swap Counterparty under this clause (iii)(B): (A) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount; and (B) to the Swap Counterparty, pro rata based on the amount of any Termination Payment due to a Trust Event of Default or Trust Termination Event (each as defined in the Swap Agreement) owed to the Swap Counterparty; provided, that if any amounts payable as allocable to the Class A Notes are not needed to pay the Class A Noteholders’ Interest Distribution AmountAmount as of such Distribution Date, such amounts shall be applied to pay the portion, if any, of any Termination Payments referred to above remaining unpaid; (div) to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (v) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (evi) to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vii) to the Class C Noteholders, the Class C Noteholders’ Interest Distribution Amount; (viii) to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (ix) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fx) to the Class A Noteholders, until the principal balance of such class is paid in fullPrincipal Distribution Account, the Class A Noteholders’ Regular Principal Distribution Amount; (gxi) to the Class B Noteholders, until the principal balance of such class is paid in fullSwap Counterparty, the Class B Noteholders’ Principal Distribution Amountamount of any Termination Payments due and payable by the Issuer to the Swap Counterparty under the Swap Agreement and not payable pursuant to clause (iii) above; (hxii) to the Servicer, for any unpaid Carryover Servicing Fees; (xiii) to the Indenture Trustee, the Eligible Lender Trustee Indenture Administrator, the Administrator, the Owner Trustee, the paying agent in Ireland and the Delaware 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 Irish Stock Exchange (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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 but only in respect of principal such paying agent’s fees and fees associated with listing the Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under the Class A Notes Basic Documents and not paid for the Class B Notes to be made on such related Distribution Date; and (kxiv) to the Excess Distribution Certificateholder holder of the Trust Certificate (initially, Navient CFCas identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses. (b) The Administrator shall instruct the Indenture Administrator to make the following distributions from the Principal Distribution Account on each Distribution Date: (i) With respect to each Distribution Date (x) before the Stepdown Date or (y) with respect to which a Trigger Event is in effect, the Indenture Administrator shall distribute the Class A Noteholders’ Principal Distribution Amount, such amount to be paid sequentially, first, to the Class A-1 Notes, second, to the Class A-2 Notes, third, to the Class A-3 Notes, fourth, to the Class A-4 Notes, and fifth, to the class A-5 Notes, until the Class A Note Balance has been reduced to zero. Notwithstanding Once the foregoingClass A Note Balance has been reduced to zero, to pay the Holders of the Class B Notes 100% of the Principal Distribution Amount for that Distribution Date until the Class B Note Balance has been reduced to zero. Once the Class B Note Balance has been reduced to zero, to pay the Holders of the Class C Notes 100% of the Principal Distribution Amount for that Distribution Date until the Class C Note Balance has been reduced to zero. (ii) On each Distribution Date (x) on or after the Stepdown Date and (y) as long as a Trigger Event is not in effect, the Indenture Administrator shall pay the Holders of all Classes of Notes payments of principal, in the order of priority and in the amounts set forth below to the extent funds are available in the Principal Distribution Account: (A) First, an amount up to the Class A Noteholders’ Principal Distribution Amount, sequentially, first, to the Class A-1 Notes, second, to the Class A-2 Notes, third, to the Class A-3 Notes, fourth, to the Class A-4 Notes, and fifth, to the class A-5 Notes, until the Class A Note Balance has been reduced to zero; (B) Second, amounts remaining in the Principal Distribution Account up to the Class B Noteholders’ Principal Distribution Amount to the Class B Notes, until the Class B Note Balance has been reduced to zero; (C) Third, amounts remaining in the Principal Distribution Account up to the Class C Noteholders’ Principal Distribution Amount to the Class C Notes, until the Class C Note Balance has been reduced to zero; and (D) Fourth, amounts remaining in the Principal Distribution Amount to pay in the same order and priority as is set forth in Sections 2.8(a)(xi) through 2.8(a)(xiv) above.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than to the Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to the Reset Rate Noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for the Reset Rate Notes with respect to interest payments to be made to the Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of interest at the related floating rate of interest due to each applicable Swap Counterparty under the related Swap Agreement; and (3) if applicable, to each Interest Rate Swap Counterparty, the amount of any Swap Termination Payment due to that Swap Counterparty under the related Swap Agreement due solely to a swap termination event resulting from payment default by the trust or insolvency of the trust; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, in that order, until the outstanding principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; second, any remaining Class A Noteholders’ Principal Distribution Amount, pro rata, to the Class A-5A and Class A-5B Noteholders, until the outstanding principal balance of each such class is paid in full; provided, however, (i) if on such Distribution Date the Class A-5B Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the Accumulation Account, until amounts on deposit therein are sufficient to reduce the Outstanding Amount of the Class A-5B Notes to zero, and (ii) if the Class A-5B Notes are in Foreign Exchange Mode, such payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if the Class A-5B Notes are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of the Class A-5B Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the Accumulation Account; provided further that for purposes of this priority second, the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the Accumulation Account; third, any remaining Class A Noteholders’ Principal Distribution, to the Class A-6 Noteholders until the principal balance of such class is paid in full; and fourth, any remaining Class A Noteholders’ Principal Distribution Amount, to the Class A-7 Noteholders until the principal balance of such class is paid in full; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in the event the Trust Student Loans are not sold pursuant to Section 6.1(aclause (d)(3) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, firstabove; (n) if applicable, to the Class A Noteholders until Remarketing Agents, any Remarketing Fees due and owing by the Outstanding Amount Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Class A Reset Rate Notes is paid in full and reduced to zero, and second, 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 second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (kp) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (d)(3), (f) or (m) above, (1) with respect to payments of interest on the Reset Rate Notes if the Reset Rate Notes bear a fixed rate of interest or with respect to payments of principal on the Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust as set forth in the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes if the Reset Rate Notes are then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on the Reset Rate Notes if the Reset Rate Notes are then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. Notwithstanding the foregoing:

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) The Trustee shall deposit to the Collection Account, with respect to Pool I, without duplication, upon receipt, (i) any payments related to the Class A-1 Certificates made pursuant to the Policy, the Guarantee or the Demand Note and (ii) the proceeds of any liquidation of the assets of the Trust, (iii) Interest Collections and Principal Collections remitted by the Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Primary Servicing Fee due on that Distribution Date; Trustee relating to such Pool, and (biv) 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; (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 be transferred on such Payment Date from the Reserve Account Fund pursuant to Section 8.6(b)(i) hereof. (b) The Trustee shall deposit to the Specified Reserve Account Balance; Collection Account, with respect to Pool II, without duplication, upon receipt, (fi) any payments related to the Class A NoteholdersA-2 Notes made pursuant to the Policy or the Demand Note and (ii) the proceeds of any liquidation of the assets of the Trust, until (iii) Interest Collections and Principal Collections remitted by the principal balance of Servicer, together with any Substitution Amounts, and any Loan Purchase Price Amounts received by the Trustee relating to such class is paid in fullPool, and (iv) the amount, if any, to be transferred on such Payment Date from the Reserve Fund pursuant to Section 8.6(b)(ii) hereof. (c) [Intentionally Omitted]. (d) With respect to the Collection Account, on each Payment Date, the Class A Noteholders’ Principal Distribution Amount; (g) to Trustee shall make the Class B Noteholdersfollowing allocations, until disbursements and transfers in the principal balance following order of priority, and each such class is paid in fullallocation, the Class B Noteholders’ Principal Distribution Amount; (h) to the Indenture Trusteetransfer and disbursement shall be treated as having occurred only after all preceding allocations, the Eligible Lender Trustee transfers and the Delaware 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 disbursements have not been paid by the Administrator or paid pursuant to sub-clause (z) below;occurred: (i) to the ServicerTrustee, the aggregate unpaid amount Trustee's Fee then due on account of the Carryover Servicing Fee, if anyeach Class of Securities; (jii) from amounts then on deposit in the event Collection Account, (x) from amounts on deposit therein with respect to Pool I, the Trust Student Loans are not sold pursuant Premium Amounts with respect to Section 6.1(athe Class A-1 Certificates to the Insurer for such Payment Date and (y) below or Section 4.4 of from amounts then on deposit therein with respect to Pool II, the IndenturePremium Amounts with respect to the Class A-2 Notes to the Insurer for such Payment Date; (iii) from amounts then on deposit in the Collection Account with respect to Pool I, the Guarantee Fee Amount payable to ▇▇▇▇▇▇▇ Mac under the Guarantee for such Payment Date; (iv) (x) from amounts then on each subsequent Distribution Date, an accelerated payment of principal shall be paid, firstdeposit therein with respect to Pool I, to the Class A Noteholders until the Outstanding Amount of A-1 Securityholders, the Class A Notes is paid in full A-1 Interest Payment Amount for such Payment Date and reduced (y) from amounts then on deposit therein with respect to zero, and secondPool II, to the Class B Noteholders until the Outstanding Amount of A-2 Securityholders, the Class B Notes is paid in full A-2 Interest Payment Amount for such Payment Date; (v) (x) from amounts then on deposit therein with respect to Pool I, to the Class A-1 Securityholders as a distribution of principal, the Class A-1 Principal Payment Amount for such Payment Date and reduced (y) from amounts then on deposit therein with respect to zerothe Pool II, to the Class A-2 Securityholders, as set forth in Section 2.8 above; provided that the amount a distribution of such distribution shall not exceed the Outstanding Amount of principal, the Class A Notes or A-2 Principal Payment Amount for such Payment Date; (vi) (x) from amounts then on deposit therein with respect to Pool I, to the Class B NotesA-1 Securityholders, as a distribution of principal, the Pool I Overcollateralization Deficit for such Payment Date and (y) from amounts then on deposit therein with respect to Pool II, to the Class A-2 Securityholders, as a distribution of principal, the Pool II Overcollateralization Deficit for such Payment Date; (vii) (x) from amounts then on deposit therein with respect to Pool I, to the Insurer or ▇▇▇▇▇▇▇ Mac, as applicable, after giving effect the Class A-1 Reimbursement Amount, if any, then due to all other payments in it and (y) from amounts then on deposit therein with respect of principal to Pool II, to the Insurer, the Class A-2 Reimbursement Amount, if any, then due to it; (viii) (x) from amounts then on deposit therein with respect to Pool I, the Excess Cashflow with respect to the Class A-1 Certificates shall be applied to the extent necessary to fund the full amount of the Class A Notes and Accelerated Principal Payment with respect to the Class B A-1 Certificates and (y) from amounts then on deposit therein with respect to Pool II, the Excess Cashflow with respect to the Class A-2 Notes shall be applied to the extent necessary to fund the full amount of the Accelerated Principal Payment with respect to the Class A-2 Notes; (ix) any portion of the Available Funds with respect to a Pool remaining after the application described in items (i) through (viii) above on a Payment Date shall be used to fund any deficiency in items (iv), (vi) and (vii) above with respect to the other Pool on such Payment Date (such amount which is available to be made allocated with respect to the other Pool on such Distribution Date; andPayment Date is a "Crossover Amount" for the related Pool); (kx) to the Excess Distribution Certificateholder Reserve Fund for application pursuant to this Pooling Agreement, to the extent that the sum of (initially, Navient CFC), any remaining amounts a) the Pool I Overcollateralization Amount plus (b) the Pool II Overcollateralization Amount (after taking into account the reductions in the Security Principal Balance with respect to each Class of Securities on such Payment Date due to the application of the preceding clauses. Notwithstanding amounts described in clauses (v), (vi), (viii) and (ix) above) is less than the foregoing:sum of (a) the Pool I Specified Overcollateralization Amount and (b) the Pool II Specified Overcollateralization Amount as of such Payment Date; (xi) from amounts then on deposit therein to the Servicer, reimbursement for amounts reimbursable to the Servicer pursuant to Section 3.03 and Section 5.03 of the Sale and Servicing Agreement to the extent not previously reimbursed; (xii) (x) from amounts then on deposit therein with respect to Pool I, the current Class A-1 Deferred Interest with respect to the Class A-1 Certificates and any unpaid Class A-1 Deferred Interest from prior Payment Dates with interest thereon at the applicable Class A-1 Formula Certificate Rate and (y) from amounts then on deposit therein with respect to Pool II, the current Class A-2 Deferred Interest with respect to the Class A-2 Notes and any unpaid Class A-2 Deferred Interest from prior Payment Dates with interest thereon at the applicable Class A-2 Formula Note Rate; (xiii) to the Manager of the Trust, the Management Fee then due; (xiv) to the Residual Certificateholders, any amounts remaining on deposit in the Collection Account or any amounts available to be released from the Reserve Fund pursuant to Section 8.6(c) hereof.

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; (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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (kj) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Administrator shall instruct the Indenture Trustee or the Paying Agent and the Indenture Trustee or the Paying Agent, as applicable, shall first make reimburse itself for (in the payments case of the Indenture Trustee) or distribute to the Indenture Trustee (in sub-clause (zthe case of the Paying Agent) below all amounts due under Section 6.7 of the Indenture and then shall make the following deposits and distributions in the amounts and in the order of priority set forth below: (a) to the Master Servicer, the Primary Master 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) on each Distribution Date after the Class A-1 Notes have been paid in full, to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) on each Distribution Date after the Class A-2 Notes have been paid in full, to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) on each Distribution Date after the Class A-3 Notes have been paid in full, to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) on each Distribution Date after the Class A-4 Notes have been paid in full, to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (j) on each Distribution Date after the Class A-5 Notes have been paid in full, to Class A-6 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (k) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (l) 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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (km) to the Excess Distribution Certificateholder Certificateholders (initially, Navient CFCthe Depositor and Wachovia Holding), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee Administrator shall first make pay itself and the payments Indenture Trustee their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall next pay the Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it (in sub-clause its capacity as such or individually) under the Trust Agreement for the related Distribution Date, shall next pay the Eligible Lender Trustee its respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (z) below such Trustee Fees and other amounts not to exceed $30,000 per annum in the aggregate), and then shall to 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 rata, based on the amounts payable as the Class A Noteholders’ Interest Distribution Amount; (dc) if the Class B Interest Subordination Condition is not in effect, to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (d) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (e) if the Class B Interest Subordination Condition is in effect, to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (f) On or after the Stepdown Date, to the Class B Noteholders until paid in full, the Class B Noteholders’ Principal Distribution Amount; provided that (x) if a Trigger Event has occurred and is continuing and (y) any Class A Notes are Outstanding, then the remaining Available Funds will be distributed sequentially to the Class A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 Noteholders, in that order, until each such class is paid in full; (g) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fh) to the Class A NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fee; (g) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (hi) to the Indenture Trustee, the Indenture Administrator, the Owner Trustee, the Eligible Lender Trustee Trustee, the paying agent in Ireland and the Delaware Trustee, pro rata, based on amounts due, any unpaid Irish Stock Exchange (but only in respect of such paying agent’s fees and expenses fees associated with listing the Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under Section 6.7 of the Indenture or Sections 8.1 Basic Documents and 8.3 of not paid for 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) belowrelated Distribution Date; (ij) to the Servicer, for any unpaid Subordinated Servicing Fee; and (k) to the aggregate unpaid amount holder of the Carryover Servicing FeeTrust Certificate (as identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing, if any; (j) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below of this Agreement or Section 4.4 of the Indenture, the amount that would otherwise be paid pursuant to clauses (j) and (k) above shall first be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(d) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(f) above; provided that the amount of such distribution shall not exceed the Outstanding Amount of the Class A Notes or and 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than the Class A-5 Noteholders and the Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to the Reset Rate Noteholders is then in effect), the Class A Noteholders’ ' Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for the Class A-5 Notes or for the Reset Rate Notes with respect to interest payments to be made to the Reset Rate Noteholders, to the related Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty (other than the Interest Rate Cap Swap Counterparty), the amount of any Swap Termination Payment due to that Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders' Interest Distribution Amount; (ef) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders and the Class A-6 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; provided, however, (i) with respect to the Class A-5 Notes, such payments will be made to the Class A-5 Swap Counterparty until the U.S. Dollar Equivalent Principal Amount of the Class A-5 Notes has been distributed to the Class A-5 Swap Counterparty, (ii) with respect to the Reset Rate Notes, if the Reset Rate Notes are then denominated in U.S. Dollars and bear interest at a fixed rate, such payments will be allocated to the Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the Outstanding Amount of the Reset Rate Notes to zero, and (iii) with respect to the Reset Rate Notes, if in Foreign Exchange Mode, such payments either will be made to the related Swap Counterparty or Counterparties (if the Reset Rate Notes then bear interest at a floating rate) or will be allocated to the Accumulation Account (if the Reset Rate Notes then bear interest at a fixed rate) until the U.S. Dollar Equivalent Principal Amount of the Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the Accumulation Account; and for purposes of this subclause (f) the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the Accumulation Account); (g) to the Supplemental Interest Account, the Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to the Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullInvestment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (p) to the Excess Distribution Certificateholder (initially the Depositor or an Affiliate thereof), any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (f) or (m) above, (1) with respect to payments of interest on the Reset Rate Notes if then bearing a fixed rate or with respect to payments of principal on the Class A-5 Notes and the Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on the Class A-5 Notes and the Reset Rate Notes if then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If the Class A-5 Swap Agreement or a Class A-6 Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under the Class A-5 Swap Agreement or related Class A-6 Currency Swap Agreement, as applicable, will be used to make payments to the Class A-5 Noteholders or the Reset Rate Noteholders, as applicable, in an amount in Euros or any other applicable non-U.S. Dollar currency equal to the payment that would have been made by the related Swap Counterparty to the Trust. If this occurs, the Trust will exchange U.S. Dollars for Euros or any other applicable non-U.S. Dollar currency in order to make distributions to the Class A-5 Noteholders or the Reset Rate Noteholders, as applicable. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is are paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if the Reset Rate Notes are then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in the Accumulation Account, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and the Supplemental Interest Account Deposit Amount 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders' Distribution Amount and the Supplemental Interest Account Deposit Amount before any amounts are applied to the payment of the Class B Noteholders' Distribution Amount.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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) pro rata, based on the aggregate principal balance of the Class A Notes and the amount of any Swap Termination Payment and Trust Swap Payment due and payable by the trust to the Currency Swap Counterparty under this clause (c): Administration Agreement (1) to the Class A Noteholders (other than the Class A-4 Noteholders), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (2) to the Currency Swap Counterparty (for payment of interest due on the Class A-4 Notes), the Trust Swap Payment with respect to interest payable to the Currency Swap Counterparty by the Trust; and (3) to the Currency Swap Counterparty, the amount of any Swap Termination Payment due to the Currency Swap Counterparty under the Currency Swap Agreement due to a Swap Termination Event resulting from a payment default by the trust or the insolvency of the trust; provided, that if any amounts allocable to the Class A Noteholders’ Interest Distribution Amount are not needed to pay the Class A Noteholders’ Interest Distribution Amount as of such Distribution Date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment referred to above in this clause (c) remaining unpaid; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e1) sequentially, to the Class A-1, Class A-2, Class A-3, and Class A-4 Noteholders, in that order, until the principal balance of each such Class is paid in full, the Class A Noteholders’ Principal Distribution Amount; and then (2) any remaining Class A Noteholders’ Principal Distribution Amount, to the Currency Swap Counterparty (for payment of principal to the Class A-4 Noteholders), until the Currency Swap Counterparty has, with respect to principal, been paid the U.S. Dollar Notional Principal Balance of the Class A-4 Notes, and the principal balance of such Class is paid in full; (f) on each Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders until paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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; (ji) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zeroCurrency Swap Counterparty, and second, 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 any Swap Termination Payments due to the Currency Swap Counterparty, not exceed the Outstanding Amount of the Class A Notes or the Class B Notes, as applicable, after giving effect to all other payments payable in respect of principal of the Class A Notes and the Class B Notes to be made on such Distribution Dateclause (c)(3) above; and (kj) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Administration Agreement Amounts that would be paid to the Currency Swap Counterparty pursuant to clauses (c), (e) or (i) above will be determined on the third business day preceding each Distribution Date and will be paid by the trust to the Currency Swap Counterparty on the third business day preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the trust to the Currency Swap Counterparty and a replacement currency swap is procured by the trust under which the replacement Currency Swap Counterparty make a payment to the trust, the trust will pay that amount directly to the original Currency Swap Counterparty to the extent that a payment is owed by the trust to the Currency Swap Counterparty. If after making that payment, the original Currency Swap Counterparty are still owed a payment, then the remaining amount will be paid as set forth in clause (i) above. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than any class of Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to such Reset Rate Noteholders is then in effect), the Class A Noteholders’ ' Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for any class of Reset Rate Notes with respect to interest payments to be made to such Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each applicable Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty (other than the Interest Rate Cap Swap Counterparty), the amount of any Swap Termination Payment due to such Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders' Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and the Class A-5 Noteholders, in that order, until the Outstanding Principal Balance of each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; and second, any remaining Class A Noteholders' Principal Distribution Amount, pro rata, to the Class A-6A and Class A-6B Noteholders, until the Outstanding Principal Balance of each such Class is paid in full; provided, however, (i) with respect to the Reset Rate Notes, if any class of Reset Rate Notes is then denominated in U.S. Dollars, bears interest at a fixed rate and is not structured to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the Outstanding Amount of that class of Reset Rate Notes to zero, and (ii) with respect to any class of Reset Rate Notes, if in Foreign Exchange Mode, such payments either will be made to the related Swap Counterparty or Counterparties (if such class of Reset Rate Notes then bears interest at a floating rate) or will be allocated to the related Accumulation Account (if such class of Reset Rate Notes then bears interest at a fixed rate and is not structured to receive a payment of principal until the end of the related Reset Period) until the U.S. Dollar Equivalent Principal Amount of such class of Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the related Accumulation Account; provided that for purposes of this priority second, the Outstanding Amount of any class of Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in any related Accumulation Account; and provided, further, that on any Reset Date on which both classes of Reset Rate Notes are successfully remarketed, this priority second may be changed from a pro rata to a sequential allocation (or vice versa), and such allocation may not be changed again until the next Reset Date on which both classes of Reset Rate Notes are successfully remarketed; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of any class of Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (p) to the Excess Distribution Certificateholder (initially the Depositor or an Affiliate thereof), any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (f) or (m) above, (1) with respect to payments of interest on any class of Reset Rate Notes if then bearing a fixed rate of interest or with respect to payments of principal on any class of Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of any class of Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on any class of Reset Rate Notes if then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If a Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under the related Currency Swap Agreement will be used to make payments to the related class of Reset Rate Noteholders in an amount in Pounds Sterling or any other applicable non-U.S. Dollar currency equal to the payment that would have been made by the related Swap Counterparty to the Trust. If this occurs, the Trust will exchange U.S. Dollars for Pounds Sterling or any other applicable non-U.S. Dollar currency in order to make distributions to the related class of Reset Rate Noteholders. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is are paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if any class of Reset Rate Notes is then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in any Accumulation Account, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and any Supplemental Interest Account Deposit Amount(s) 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders' Distribution Amount and the Supplemental Interest Account Deposit Amount(s) before any amounts are applied to the payment of the Class B Noteholders' Distribution Amount.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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) pro rata, based on the aggregate principal balance of the Class A Notes and the amount of any Swap Termination Payment and Trust Swap Payment due and payable by the trust to the Currency Swap Counterparties under this clause (c): Administration Agreement (1) to the Class A Noteholders (other than the Class A-6 Noteholders), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (2) to the Currency Swap Counterparties (for payment of interest due on the Class A-6 Notes), the Trust Swap Payment with respect to interest payable to the Currency Swap Counterparties by the Trust; and (3) to the Currency Swap Counterparties, the amount of any Swap Termination Payment due to the Currency Swap Counterparties under the related Currency Swap Agreement due to a Swap Termination Event resulting from a payment default by the trust or the insolvency of the trust; provided, that if any amounts allocable to the Class A Noteholders’ Interest Distribution Amount are not needed to pay the Class A Noteholders’ Interest Distribution Amount as of such Distribution Date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment referred to above in this clause (c) remaining unpaid; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e1) sequentially, to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4 and Class A-5 Noteholders, in that order, until the principal balance of each such Class is paid in full, the Class A Noteholders’ Principal Distribution Amount; and then (2) any remaining Class A Noteholders’ Principal Distribution Amount, to the Currency Swap Counterparties (for payment of principal to the Class A-6 Noteholders), until the Currency Swap Counterparties have, with respect to principal, been paid the U.S. Dollar Notional Principal Balance of the Class A-6 Notes, and the principal balance of such Class is paid in full; (f) on each Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders until paid in full, the Class B Noteholders’ Principal Distribution Amount; (g) 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 Noteholders, until the principal balance of 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 Delaware 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; (ji) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zeroCurrency Swap Counterparties, and second, 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 any Swap Termination Payments due to the Currency Swap Counterparties, not exceed the Outstanding Amount of the Class A Notes or the Class B Notes, as applicable, after giving effect to all other payments payable in respect of principal of the Class A Notes clause (c)(3) above; and the Class B Notes to be made on such Distribution Date; andAdministration Agreement (kj) to the Excess Distribution Certificateholder (initially, Navient CFCSLM ECFC), any remaining amounts after application of the preceding clauses. Amounts that would be paid to the Currency Swap Counterparties pursuant to clauses (c), (e) or (i) above will be determined on the third business day preceding each Distribution Date and will be paid by the trust to the Currency Swap Counterparties on the third business day preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the trust to the Currency Swap Counterparties and a replacement currency swap is procured by the trust under which the replacement Currency Swap Counterparties make a payment to the trust, the trust will pay that amount directly to the original Currency Swap Counterparties to the extent that a payment is owed by the trust to the Currency Swap Counterparties. If after making that payment, the original Currency Swap Counterparties are still owed a payment, then the remaining amount will be paid as set forth in clause (i) above. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) 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 Noteholders, until the principal balance of 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 Delaware 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; (ik) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (kl) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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) pro rata, based on the aggregate principal balance of the Class A Notes (other than the Class A-5B Notes), the U.S. Dollar equivalent of the aggregate principal balance of the Class A-5B Notes, and the amount of any Swap Termination Payment and Trust Swap Payment due and payable by the trust to the Currency Swap Counterparty under this clause (c): (1) to the Class A Noteholders (other than the Class A-5B Noteholders), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (2) to the Currency Swap Counterparty (in exchange for the amount of interest due on the Class A-5B Notes), the Trust Swap Payment with respect to interest payable to the Currency Swap Counterparty by the Trust; and (3) to the Currency Swap Counterparty, the amount of any Swap Termination Payment due to the Currency Swap Counterparty under the Currency Swap due to a Swap Termination Event resulting from a payment default by the Trust or the insolvency of the Trust; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ Interest Distribution Amount as of such Distribution Date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment referred to above in this clause (c) remaining unpaid; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (e) sequentially, to the Class A-1, Class A-2, Class A-3, and Class A-4 Noteholders, in that order, until the principal balance of each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; and then (f) any remaining Class A Noteholders’ Principal Distribution Amount, allocated, pro rata (based on the principal balance of the Class A-5A Notes and the U.S. Dollar equivalent of the principal balance of the Class A-5B Notes) to: (1) the Class A-5A Noteholders until the principal balance of such class is paid in full; and (2) the Currency Swap Counterparty (in exchange for the amount of principal due to the Class A-5B Noteholders), until the Currency Swap Counterparty has, with respect to principal, been paid the U.S. Dollar Notional Principal Balance of the Class A-5B Notes; (g) to the Class A-6 Noteholders, until the principal balance of such class is paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) on each Distribution Date on and after the Stepdown Date, and provided that no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders until paid in full, the Class B Noteholders’ Principal Distribution Amount; (i) 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 Noteholders, until the principal balance of 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 Delaware 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; (ij) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jk) to the Currency Swap Counterparty, the amount of any Swap Termination Payments due to the Currency Swap Counterparty, not payable in clause (c)(3) above; and (l) to the Excess Distribution Certificateholder (initially, SLM ECFC), any remaining amounts after application of the preceding clauses. Amounts that would be paid to the Currency Swap Counterparty pursuant to clauses (c) and (f) above will be determined on the third business day preceding each Distribution Date and will be paid by the trust to the Currency Swap Counterparty on the third business day preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the trust to the Currency Swap Counterparty and a replacement currency swap is procured by the trust under which the replacement Currency Swap Counterparty make a payment to the trust, the Trust will pay that amount directly to the original Currency Swap Counterparty to the extent that a payment is owed by the trust to the Currency Swap Counterparty. If after making that payment, the original Currency Swap Counterparty are still owed a payment, then the remaining amount will be paid as set forth in clause (k) above. Notwithstanding the foregoing: (x) If (i) on any Distribution Date following distributions under clauses 2.8(a) through (g) above to be made on such Distribution Date, the Outstanding Amount 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, (3) the balance of the Capitalized Interest Account on the Distribution Date following those distributions required to be made under clauses 2.8(c)(1), 2.8(c)(2) and 2.8(d) above, (4) the balance of the Add-On Consolidation Loan Account on such Distribution Date, and (5) the balance of the Reserve Account on such Distribution Date following those distributions required to be made under clauses 2.8(a) through (g) 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; and If the Currency Swap Agreement terminates, amounts that would have otherwise been paid to the Currency Swap Counterparty under the Currency Swap Agreement will be used to make payments to the Class A-5B Noteholders in an amount in Euros equal to the payment that would have been made by such Currency Swap Counterparty to the Trust. If this occurs, the Administrator, on behalf of the Trust, will exchange, or will instruct the Indenture Trustee to exchange, U.S. Dollars for Euros in order to make distributions to the Class A-5B Noteholders. In the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clauses 2.8(e), (f) and (g) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(h) 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on the aggregate principal balance of the Notes (or, with respect to any Class of Reset Rate Notes then in Foreign Exchange Mode, its U.S. Dollar Equivalent Principal Amount) and the amount of any Swap Termination Payment and Trust Swap Payment due and payable by the Trust to any Swap Counterparty under this clause (d): (1) to the Class A NoteholdersNoteholders (other than any class of Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to the Reset Rate Noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for any class of Reset Rate Notes with respect to interest payments to be made to such Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of the related Swap Interest Payments (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each applicable Swap Counterparty under the related Swap Agreement; and (3) if any swap agreement with respect to a class of reset rate notes has been terminated, to each Swap Counterparty, the amount of any Swap Termination Payment due to such Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a “Failure to Pay or Deliver” by the Trust under Section 5(a)(i) of the related Swap Agreement or a “Bankruptcy” of the Trust under Section 5(a)(vii) of the related Swap Agreement; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (ef) first, sequentially, to the class A-1, class A-2, class A-3, class A-4 and class A-5 noteholders, in that order, until the Outstanding Amount of each such class of Notes is paid in full, the Class A Noteholders’ Principal Distribution Amount; and; second, any remaining Class A Noteholders’ Principal Distribution Amount, pro rata, to the class A-6A, class A-6B and class A-6C noteholders, until the Outstanding Amount of each such class is paid in full; provided, however, that: (i) if the Class A-6B Notes and/or the Class A-6C Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, principal payments will be allocated to the related Accumulation Account(s), until amounts on deposit therein are sufficient to reduce the Outstanding Amount of such class to zero, and (ii) if the Class A-6B Notes and/or the Class A-6C Notes are in Foreign Exchange Mode, such principal payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if such class of Notes is then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account(s), until the U.S. Dollar Equivalent Principal Amount of such class of Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the related Accumulation Account(s); and (iii) for purposes of this clause second, priority the Class A-6B Notes and Class A-6C Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the related Accumulation Account(s); (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparties, pro rata, that amount of any Swap Termination Payments due to the Swap Counterparties, as the case may be, not payable in the event the Trust Student Loans are not sold pursuant to Section 6.1(aclause (d)(3), above; (n) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, firstif applicable, to the Class A Noteholders until Remarketing Agents, any Remarketing Fees due and owing by the Outstanding Amount Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Class A Reset Rate Notes is paid in full and reduced to zero, and second, 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 second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (kp) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (d)(3), (f) or (m) above, (1) with respect to payments of interest on any class of Reset Rate Notes if that class of Reset Rate Notes bears a fixed rate of interest or with respect to payments of principal on any class of Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust as set forth in the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes if that class of Reset Rate Notes are then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on any class of Reset Rate Notes if that class of Reset Rate Notes are then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 rata, based on the amounts payable as Class A Noteholders’ ' Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders' Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders' Principal Distribution Amount; (f) to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders' Principal Distribution Amount; (g) to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders' Principal Distribution Amount; (h) to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders' Principal Distribution Amount; (i) to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders' Principal Distribution Amount; (j) to Class B Noteholders, until paid in full, the Class B Noteholders' Principal Distribution Amount; (k) 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 Noteholders, until the principal balance of 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 Delaware 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; (il) 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (km) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

Priority of Distributions. On each Distribution Date, the Indenture Trustee Administrator shall first make pay itself and the payments Indenture Trustee their respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to them under Section 6.7 of the Indenture for such Distribution Date, shall next pay the Owner Trustee the Owner Trustee Fee for such Distribution Date plus all other amounts due to it under the Trust Agreement for the related Distribution Date, shall next pay the Eligible Lender Trustee its respective portions of the Indenture Trustee/Indenture Administrator/Eligible Lender Trustee Fee for such Distribution Date plus all other amounts due to it under the Eligible Lender Trust Agreements for the related Distribution Date (such Trustee Fees and other amounts not to exceed $30,000 per annum in sub-clause (z) below the aggregate), and then shall to 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 ratably, without preference or priority of any kind among the classes of Class A Noteholders’ Interest Distribution AmountNotes, according to the amounts due and payable on the Class A Notes for such interest; (dc) if the Class B Interest Subordination Condition is not in effect, to the Class B Noteholders, the Class B Noteholders’ ' Interest Distribution Amount; (d) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders' Principal Distribution Amount; (e) if the Class B Interest Subordination Condition is in effect, to the Class B Noteholders, the Class B Noteholders' Interest Distribution Amount; (f) On or after the Stepdown Date, to the Class B Noteholders until paid in full, the Class B Noteholders' Principal Distribution Amount; provided that (x) if a Trigger Event has occurred and is continuing and (y) any Class A Notes are Outstanding, then the remaining Available Funds will be distributed sequentially to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, in that order, until each such class is paid in full; (g) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fh) to the Class A NoteholdersServicer, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amountfor any unpaid Carryover Servicing Fees; (g) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (hi) to the Indenture Trustee, the Indenture Administrator, the Owner Trustee, the Eligible Lender Trustee Trustee, the paying agent in Ireland and the Delaware Trustee, pro rata, based on amounts due, any unpaid Irish Stock Exchange (but only in respect of such paying agent's fees and expenses fees associated with listing the Class A Notes on the Irish Stock Exchange), ratably, for all amounts due to each of them under Section 6.7 of the Indenture or Sections 8.1 Basic Documents and 8.3 of not paid for 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;related Distribution Date; and (j) in to the event holder of the Trust Certificate (as identified to the Indenture Administrator by the Owner Trustee), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing, if the Trust Student Loans are not sold pursuant to Section 6.1(a) below of this Agreement or Section 4.4 of the Indenture, the amount that would otherwise be paid to the holder of the Trust Certificate shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(d) until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, then 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 clause 2.8(f) 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:.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A Noteholders, (other than the Reset Rate Noteholders if a Swap Agreement is in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if a Swap Agreement is then in effect, to the Swap Counterparty, the amount of the related Swap Interest Payment (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each Swap Counterparty under the related Swap Agreement; and (3) to each Swap Counterparty, the amount of any Swap Termination Payment due to that Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a payment default under the related Swap Agreement by the Trust or the bankruptcy of the Trust; (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders, the Class A-6 Noteholders and the Class A-7 Noteholders, in that order, until each such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; provided, however, (i) if the Reset Rate Notes are then denominated in U.S. Dollars and bear interest at a fixed rate, such payments will be allocated to the Accumulation Account, until amounts (less any Investment Earnings) on deposit therein are sufficient to reduce the principal balance of the Reset Rate Notes to zero, and (ii) if the Reset Rate Notes are then in Foreign Exchange Mode, such payments either will be made to the related Swap Counterparty or Counterparties (if the Reset Rate Notes then bear interest at a floating rate) or will be allocated to the Accumulation Account (if the Reset Rate Notes then bear interest at a fixed rate) until the U.S. Dollar Equivalent Principal Amount of the Reset Rate Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the Accumulation Account; and for purposes of this subclause (f) the Outstanding Amount of the Reset Rate Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the Accumulation Account); (g) to the Supplemental Interest Account, the Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to the Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullInvestment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in clause (d)(3) above; (n) if applicable, to the Remarketing Agents, any Remarketing Fees due and owing by the Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Reset Rate Notes on such Distribution Date, and second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (p) to the Excess Distribution Certificateholder (initially the Depositor or an Affiliate thereof), any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d), (f) or (m) above, (1) with respect to Reset Rate Notes bearing a fixed rate of interest or with respect to payments of principal for Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust to the related Swap Counterparty on or about the third Business Day preceding each Distribution Date in accordance with the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to Reset Rate Notes bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. In the event that a Swap Termination Payment is owed by the Trust to any Swap Counterparty and a Replacement Transaction (as defined in the related Swap Agreement) is procured by the Trust under which the replacement Swap Counterparty makes a payment to the Trust, the Trust will pay that amount directly to the original Swap Counterparty to the extent that a payment is owed by the Trust to that Swap Counterparty. If after making that payment, the original Swap Counterparty is still owed a payment, then the remaining amount will be paid as set forth in clause (m) above. If a Cross-Currency Swap Agreement terminates, amounts that would have otherwise been paid to the related Swap Counterparty under such Cross-Currency Swap Agreement will be used to make payments to the Reset Rate Notes, in an amount in Pounds Sterling or any other applicable non-U.S. Dollar currency equal to the payment that the related Swap Counterparty would have made. If this occurs, the Trust will exchange U.S. Dollars for Pounds Sterling or any other applicable non-U.S. Dollar currency in order to make distributions to the Reset Rate Notes. Notwithstanding the foregoing, in the event the Trust Student Loans are not sold pursuant to Section 6.1(a6.1(A) below or Section 4.4 of the Indenture, the amount that would otherwise be paid to the Excess Distribution Certificateholder shall be applied on each subsequent such Distribution Date, Date to pay as an accelerated payment of principal shall be paidon the Notes, first, first to the Class A Noteholders in the same order and priority as is set forth in clause 2.8(f) above until the Outstanding Amount of the Class A Notes is are paid in full and reduced to zero, and second, then 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 clause 2.8(i) 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, if: (i) on any Distribution Date following distributions or allocations under clauses 2.8(a) through (f) above to be made on that Distribution Date, without giving effect to any payments from the Capitalized Interest Account to the Class B Noteholders, the Outstanding Amount of the Class A Notes (or if the Reset Rate Notes are then in Foreign Exchange Mode, then the U.S. Dollar Equivalent Principal Amount), less amounts (other than Investment Earnings) on deposit in all Accumulation Accounts, would be in excess of: (1) the outstanding principal balance of the Trust Student Loans, plus (2) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period, plus (3) the balance of Reserve Account Balance on such Distribution Date following those distributions required to be made under clauses 2.8 (a) through (f) above, minus (4) the Specified Reserve Account Balance and the Supplemental Interest Account Deposit Amount 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 clauses (i) and (ii) above no longer exist, the amounts on deposit in the Collection Account and the Reserve Account will be applied on that Distribution Date to the payment of the Class A Noteholders’ Distribution Amount and the Supplemental Interest Account Deposit Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

Priority of Distributions. On each Distribution Date, the Indenture Trustee shall first make reimburse itself for all amounts due under Section 6.7 of the payments in sub-clause (z) below Indenture 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 Remarketing Fee Account, the Quarterly Funding Amount for that Distribution Date; (d) pro rata, based on amounts due and owing: (1) to the Class A NoteholdersNoteholders (other than any class of Reset Rate Noteholders if a Swap Agreement with respect to interest payments to be made to the Reset Rate Noteholders is then in effect), the Class A Noteholders’ Interest Distribution Amount, pro rata rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d2) if any Swap Agreement is then in effect for any class of Reset Rate Notes with respect to interest payments to be made to such Reset Rate Noteholders, to each applicable Swap Counterparty, the amount of the related Swap Interest Payments (together with any unpaid Swap Interest Payments from any prior Distribution Date, with interest due thereon) due to each applicable Swap Counterparty under the related Swap Agreement); and (3) to each Swap Counterparty, the amount of any Swap Termination Payment due to such Swap Counterparty under the related Swap Agreement due solely to a Termination Event or Event of Default (as defined in the related Swap Agreement, as applicable) resulting from a “Failure to Pay or Deliver” by the Trust under Section 5(a)(i) of the related Swap Agreement or a “Bankruptcy” of the Trust under Section 5(a)(vii) of the related Swap Agreement (as each such term is defined in the Swap Agreement); (e) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (ef) first, sequentially, to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and the Class A-5 Noteholders, the Class A Noteholders’ Principal Distribution Amount, in that order, until the Outstanding Amount of each such class of Notes is paid in full; second, any remaining Class A Noteholders’ Principal Distribution Amount, to the Class A-6 Noteholders, until the Outstanding Amount of the Class A-6 Notes is paid in full; provided, however, (i) if the Class A-6 Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, principal payments will be allocated to the related Accumulation Account, until amounts on deposit therein are sufficient to reduce the Outstanding Amount of the Class A-6 Notes to zero, and (ii) if the Class A-6 Notes are in Foreign Exchange Mode, such principal payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if the Class A-6 Notes are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of such Class A-6 Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to the related Accumulation Account; provided further that for purposes of this priority second, the Outstanding Amount of the Class A-6 Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the related Accumulation Account; third, any remaining Class A Noteholders’ Principal Distribution Amount, pro rata, to the Class A-7A Noteholders and the Class A-7B Noteholders, until the Outstanding Amount of each such class is paid in full; provided, however, that (i) if the Class A-7A Notes are then denominated in U.S. Dollars and are then structured not to receive a payment of principal until the end of the related Reset Period, principal payments will be allocated to the related Accumulation Account, until amounts on deposit therein are sufficient to reduce the Outstanding Amount of the Class A-7A Notes to zero, and (ii) if the Class A-7A Notes are then denominated in a currency other than U.S. Dollars, principal payments either (x) will be made to the related Swap Counterparty or Counterparties or (y) if the Class A-7A Notes are then structured not to receive a payment of principal until the end of the related Reset Period, such payments will be allocated to the related Accumulation Account, until the U.S. Dollar Equivalent Principal Amount of such Class A-7A Notes has been distributed to the related Swap Counterparty or Counterparties or allocated to any related Accumulation Account; provided further that for purposes of this priority third, the Outstanding Amount of the Class A-7A Notes will be deemed to have been reduced by any amounts (less any Investment Earnings) on deposit in the related Accumulation Account; (g) to any Supplemental Interest Account, the applicable Supplemental Interest Account Deposit Amount, if any, for such Distribution Date; (h) to any Investment Reserve Account, the amount, if any, required to fund such account to the applicable Investment Reserve Account Required Amount; (i) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (j) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (fk) to the Class A Noteholders, until the principal balance of such class is paid in fullany Investment Premium Purchase Account, the Class A Noteholders’ Principal applicable Investment Premium Purchase Account Deposit Amount, if any, together with any carryover shortfalls not deposited on previous Distribution AmountDates; (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 Delaware 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; (il) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (jm) if applicable, to any Swap Counterparty or Counterparties, pro rata, the amount of any Swap Termination Payments due to the Swap Counterparty or Counterparties, as the case may be, not payable in the event the Trust Student Loans are not sold pursuant to Section 6.1(aclause (d)(3) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, firstabove; (n) if applicable, to the Class A Noteholders until Remarketing Agents, any Remarketing Fees due and owing by the Outstanding Amount Trust to the extent not paid from amounts on deposit in the Remarketing Fee Account; (o) if applicable, sequentially, first to the Remarketing Agents for certain expenses incurred in connection with the remarketing of the Class A Reset Rate Notes is paid in full and reduced to zero, and second, 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 second to the Administrator for advances made on behalf of the Trust for the payment of remarketing expenses on that or prior Distribution Dates; and (kp) to the Excess Distribution Certificateholder (initially, Navient CFC)Certificateholder, any remaining amounts after application of the preceding clauses. Amounts that would be paid to each Swap Counterparty pursuant to clauses (d)(2), (d)(3), (f) or (m) above, (1) with respect to payments of interest on any class of Reset Rate Notes if that class of Reset Rate Notes bears a fixed rate of interest or with respect to payments of principal on any class of Reset Rate Notes then in Foreign Exchange Mode, will be determined on or before the fourth Business Day preceding each Distribution Date and will be paid by the Trust as set forth in the applicable Swap Agreement (or, with respect to a Distribution Date that coincides with a Reset Date resulting in a successful remarketing of the Reset Rate Notes if that class of Reset Rate Notes is then in Foreign Exchange Mode, payments under the related Swap Agreement will be made one Business Day prior to such Distribution Date); and (2) with respect to payments of interest on any class of Reset Rate Notes if that class of Reset Rate Notes is then bearing a floating rate of interest, will be paid by the Trust to the related Swap Counterparty by 1:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date. Notwithstanding the foregoing:

Priority of Distributions. On (a) In accordance with Section 3.03(a) of the Servicing Agreement, the priority of distributions on each Payment Date from Principal Collections, Interest Collections and draws under the Policy for such Payment Date in the Note Payment Account, any optional Servicer Advances in respect of the related Collection Period and any amounts transferred to the Note Payment Account from the Pre-Funding Account and/or Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing Agreement, is as follows: (i) first, to pay to the Enhancer, the Premium for the Policy for such Payment Date and any previously unpaid Premiums, with interest thereon as provided in the Insurance Agreement;; (ii) second, for payment by the Paying Agent to the Noteholders of each Class of Notes, pro rata, interest for the related Interest Period at the related Note Rate on the related Note Balance, or the Notional Amount in the case of the Class A-IO Notes, immediately prior to such Payment Date, and interest due and unpaid pursuant to this clause on each Class of Notes for any prior Payment Date plus interest on such unpaid amounts at the related Note Rate (to the extent that amounts paid to the Class A-IO Certificates pursuant to this paragraph represent payment of any Class A-IO Net Funds Amount, such amounts shall be treated for tax purposes as having been paid pursuant to the irrevocable instruction of the Class SB Certificateholders as the parties otherwise entitled to such amounts as the owners of the REMIC III Regular Interest SB-IO, as set forth in the Trust Agreement and incorporated herein), (iii) third, for payment by the Paying Agent to the Noteholders, as a distribution of principal on the Notes, the Principal Collection Distribution Amount for such Payment Date to be allocated to each Class of Notes as described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero, (iv) fourth, for payment by the Paying Agent to each Class of Notes, as a distribution of principal on the Notes, in the priority set forth in section 3.05(b), an amount equal to the Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts that have been allocated to the reduction of the Note Balance of the Notes pursuant to Section 3.05(c) hereof) until the Note Balance of each Class of Notes has been reduced to zero; (v) fifth, so long as no Enhancer Default has occurred and is continuing, to the Enhancer, to reimburse it for prior draws made on the Policy, with interest thereon as provided in the Insurance Agreement. (vi) sixth, for payment by the Paying Agent to each Class of Notes then outstanding, to pay any Liquidation Loss Amounts, pro rata, among the then outstanding Classes of Notes, allocated to the reduction of the Note Balance of such Class of Notes pursuant to Section 3.05(c) hereof and not previously reimbursed, plus interest on such amounts at the related Note Rate; (vii) seventh, on each Payment Date occurring on or after the Payment Date in March 2005, for payment by the Paying Agent to the Noteholders of the Class of Notes in the priority set forth in Section 3.05(b), the Overcollateralization Increase Amount, if any, until the Note Balance of each Class of Notes has been reduced to zero; (viii) eighth, to pay to the Enhancer, any other amounts owed to the Enhancer pursuant to the Insurance Agreement; (ix) ninth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid; (x) tenth, from Excess Spread remaining after the distributions pursuant to clauses (i) through (ix), to pay each Class of Notes (other than the Class A-IO Notes) and for payment by the Paying Agent pursuant to the irrevocable instruction of the holders of the Class SB Certificates (as the parties otherwise entitled to such amounts as the owners of the REMIC III Regular Interests SB) as set forth in the Trust Agreement and incorporated herein, to the Class A-IO Noteholders, pro rata in accordance with their respective amounts of Interest Carry Forward Amounts, and (xi) eleventh, any remaining amount, to the Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent; provided, however, that in the event that on a Payment Date an Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) and (vi) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid and provided, further, that on the Final Payment Date, the Indenture Trustee shall first make the payments in sub-amount to be paid pursuant to clause (ziii) below above shall be equal to the Note Balance immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the portion allocable to the Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount or a draw on the Policy (up to the outstanding Note Balance). Amounts distributed to the Noteholders (other than the Class A-IO Notes) pursuant to the above clauses (ii), (iii), (iv), (vi) and (vii) from Interest Collections, Principal Collections and Advances shall be treated for tax purposes as distributions with respect to the REMIC III Regular Interests A-1, A-2, A-3, A-4, A-5 and A-6, respectively. Amounts distri▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ A-IO Noteholders pursuant to clauses (ii) and (x) above shall be treated for tax purposes as follows: Amounts distributed pursuant to clause (ii) shall be treated as having been distributed to the REMIC III Regular Interest A-IO to the extent that they represent interest at the REMIC III Remittance Rate and as having been distributed to the REMIC III Regular Interest SB-IO to the extent, if any, that they represent the Class A-IO Net Funds Amount. Amounts distributed pursuant to clause (x) shall be treated as having been distributed to the REMIC III Regular Interest SB-IO. Amounts treated as having been distributed to the Class SB Certificateholders as the owners of REMIC III Regular Interest SB-IO shall be treated as then paid by the Class SB Certificateholders to the Class A-IO Noteholders pursuant to a notional principal contract for the payment of such amounts. On each Payment Date, the Paying Agent shall make the following deposits and distributions apply, from amounts on deposit in the Note Payment Account, and in accordance with the Servicing Certificate, the amounts and set forth above in the order of priority set forth below: (a) above. Amounts paid to Noteholders of any Class shall be paid in respect of the Servicer, Notes of that Class in accordance with the Primary Servicing Fee due on that Distribution Date; applicable percentage as set forth in paragraph (b) to the Administrator, the Administration Fee due below. Interest on that Distribution Date and all prior unpaid Administration Fees; (c) to each Class of the Class A NoteholdersA-1 Notes will be computed on the basis of the actual number of days in each Interest Period and a 360-day year. Interest on the Class A-2 Notes, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B NoteholdersA-3 Notes, the Class B Noteholders’ Interest Distribution Amount; (e) A-4 Notes, Class A-5 Notes, Class A-6 Notes and the Class A-IO Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Reserve Account, Noteholder of record thereof on the amount, if any, necessary immediately preceding Record Date by wire transfer to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (f) to the Class A Noteholders, until the principal balance of an account specified in writing by 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) Noteholder reasonably satisfactory to the Indenture Trustee, or by check or money order mailed to such Noteholder at such Noteholder's address appearing in the Eligible Lender Note Register, the amount required to be distributed to such Noteholder on such Payment Date pursuant to such Noteholder's Notes; provided, that the Indenture Trustee and shall not pay to any such Noteholder any amounts required to be withheld from a payment to such Noteholder by the Delaware TrusteeCode. (b) The Principal Distribution Amount distributable pursuant to Section 3.05(a)(iii), pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 Liquidation Loss Distribution Amounts distributable to the holders of the Indenture or Sections 8.1 Notes pursuant to Section 3.05(a)(iv) and 8.3 Overcollateralization Increase Amounts distributable to the holders 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 Notes pursuant to sub-clause (zSection 3.05(a)(vii) below;will be distributed as follows: (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 Noteholders A-6 Notes, an amount equal to the Class A-6 Lockout Distribution Amount for that payment date, until the Outstanding Amount of the Class A Notes is paid in full and Note Balance thereof has been reduced to zero, and ; (ii) second, to the Class B Noteholders A-1, Class A-2, Class A-3, Class A-4. Class A-5 and Class A-6, Notes, in that order, in each case until the Outstanding Amount of the Class B Notes is paid in full and Note Balance thereof has been reduced to zero. provided, however, that if an Enhancer Default has occurred and is continuing, payments of principal on the Notes (other than the Class A-IO Notes) will be paid pro rata to the outstanding Classes of Notes. Principal of each Note (other than the Class A-IO Notes) shall be due and payable in full on the Final Payment Date as provided in the applicable form of Note set forth in Section 2.8 above; provided Exhibits A-1 and A-2. The Class A-IO Notes shall not be entitled to payments of principal. All principal payments on the Notes of each Class shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented thereby. Upon written notice to the Indenture Trustee by the Issuer, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the Final Payment Date or other final Payment Date, as applicable. Such notice shall be mailed or faxed no later than five Business Days prior to the Final Payment Date or such other final Payment Date and, unless such Note is then a Book-Entry Note, shall specify that payment of the principal amount and any interest due with respect to such Note at the Final Payment Date or such other final Payment Date 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 such final payment. (c) On each Payment Date, the Overcollateralization Amount available to cover any Liquidation Loss Amounts on such Payment Date shall be deemed to be reduced by an amount equal to such Liquidation Loss Amounts (except to the extent that such Liquidation Loss Amounts were covered on such Payment Date by a Liquidation Loss Distribution Amount). In the event that an Enhancer Default has occurred and is continuing, on each Payment Date, the amount of any Liquidation Loss Amounts with respect to the prior calendar month that were not distributed pursuant to Sections 3.05(a)(iv) will be applied as follows: first, to reduce any Overcollateralization Amount (after allocation of Principal Collections and Interest Collections on the Mortgage Loans for such distribution shall not exceed Payment Date) until such amount has been reduced to zero; and second, to reduce the Outstanding Amount Note Balance of the each Class of Class A Notes or (other than the Class B A-IO Notes) then outstanding, as applicablepro rata, after giving effect to all other payments in respect until the Note Balance of principal each Class of the Class A Notes and the Class B Notes has been reduced 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:zero.

Priority of Distributions. On each Distribution Date, the Indenture Trustee Administrator shall first make instruct the payments in sub-clause (z) below and then shall Paying Agent to make the following deposits and distributions in the amounts and in the order of priority set forth below: (a) to the Indenture Trustee, the Eligible Lender Trustee and the Master Servicer, pro rata, the Primary Indenture Trustee’s fee and expenses, the Eligible Lender Trustee’s fee and expenses, and the Master Servicing Fee due on that Distribution Date; provided that, the aggregate amount of the expenses to be paid to the Indenture Trustee and the Eligible Lender Trustee pursuant to this clause shall not exceed $25,000 in any given calendar year; (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 rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class B Noteholders’ Interest Distribution Amount; (e) to Class A-1 Noteholders, until paid in full, the Class A Noteholders’ Principal Distribution Amount; (f) on each Distribution Date after the Class A-1 Notes have been paid in full, to Class A-2 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (g) on each Distribution Date after the Class A-2 Notes have been paid in full, to Class A-3 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (h) on each Distribution Date after the Class A-3 Notes have been paid in full, to Class A-4 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (i) on each Distribution Date after the Class A-4 Notes have been paid in full, to Class A-5 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (j) on each Distribution Date after the Class A-5 Notes have been paid in full, to Class A-6 Noteholders, until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount; (k) on each Distribution Date on and after the Stepdown Date, and provided no Trigger Event is in effect on such Distribution Date, to the Class B Noteholders, until paid in full, the Class B Noteholders’ Principal Distribution Amount; (l) 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 Noteholders, until the principal balance of 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 Delaware 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 Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, 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 (km) to the Excess Distribution Certificateholder Certificateholders (initially, Navient CFCthe Depositor and WELF Holding), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing: