Exhibit 99.1

Filed Pursuant to Rule 433

Registration Statement Nos. 333-103545-07 & 333-190926

Subject to Completion and Modification

NAVIENT FUNDING, LLC HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE REGISTRATION STATEMENT AND THE OTHER DOCUMENTS NAVIENT FUNDING, LLC HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT NAVIENT FUNDING, LLC AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV.

Free-Writing Prospectus

relating to the remarketing of

(up to)

$597,500,000*

(*Using an exchange rate of $1.1950 = €1.00)

CLASS A-7A NOTES

SLM Student Loan Trust 2005-9

Issuing Entity

Navient Funding, LLC

Depositor

Navient Solutions, LLC

Sponsor, Servicer and Administrator

Student Loan-Backed Notes

The remarketing agents are remarketing, on behalf of SLM Student Loan Trust 2005-9, the class A-7A notes (the “class A-7A notes”). The class A-7A notes were originally issued by the trust on November 15, 2005. If successfully remarketed on October 25, 2017, the class A-7A notes will have the following terms:

Class		Outstanding Principal Amount		Interest Rate		Price		Next Reset Date		Legal Maturity Date
Class A-7A Notes		$597,500,000		3-month LIBOR plus %		100%		January 25, 2018		January 25, 2041

All existing class A-7A noteholders are hereby advised that because the class A-7A notes were denominated in a non-U.S. Dollar currency during their current reset period, pursuant to their terms, the class A-7A notes are subject to a mandatory tender.

The class A-7A notes have not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this remarketing or the accuracy or adequacy of this free-writing prospectus. Any representation to the contrary is a criminal offense.

You should consider carefully the risk factors on page 25 of this free-writing prospectus.

We are not offering the class A-7A notes in any state or other jurisdiction where the offer is prohibited.

This document constitutes a “free-writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended.

The notes are asset-backed securities and are obligations of the issuing entity, which is a trust. They are not obligations of or interests in Navient Corporation, the sponsor, the depositor, any seller of loans to the depositor, the administrator, the servicer, the remarketing agents or any of their respective affiliates.

The notes are not guaranteed or insured by the United States or any governmental agency.

The trust relies on an exclusion or exemption from the Investment Company Act of 1940 contained in rule 3a-7 under the Investment Company Act of 1940, although there may be additional exclusions or exemptions available to the trust. The trust was structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this free-writing prospectus).

Remarketing Agents

Credit Suisse

Deutsche Bank Securities

October , 2017

REMARKETING TERMS SUMMARY

On October 25, 2017 (absent a Failed Remarketing, or the exercise by Navient Corporation or one of its wholly‑owned subsidiaries of its call option), the class A-7A notes will be reset from their current terms to the following terms, which terms will be applicable until the next reset date for the class A-7A notes (definitions for certain capitalized terms may be found in the Glossary at the end of this free-writing prospectus):

Original principal amount	$597,500,000⁽¹⁾
Current outstanding principal balance	$597,500,000⁽¹⁾
Principal amount being remarketed	$597,500,000⁽¹⁾
Remarketing Terms Determination Date	October 13, 2017
Notice Date⁽²⁾	October 17, 2017
Spread Determination Date⁽³⁾	On or before October 20, 2017
Current Reset Date	October 25, 2017
All Hold Rate	N/A⁽⁴⁾
Next applicable reset date	January 25, 2018
Interest rate mode	Floating
Index	Three-Month LIBOR⁽⁵⁾
Spread⁽⁶⁾	Plus %
Day-count basis	Actual/360
Weighted average remaining life	⁽⁷⁾

⁽¹⁾ The class A-7A notes were originally issued in Euros and their initial outstanding principal balance is equal to €500,000,000. The U.S. Dollar equivalent of this principal balance has been calculated using an exchange rate equal to $1.1950 = €1.00.

⁽²⁾ The class A-7A notes were denominated in a non-U.S. Dollar currency during their current reset period and therefore, pursuant to their terms, the class A-7A notes are subject to a mandatory tender.

⁽³⁾The applicable Spread may be determined at any time after 12:00 p.m. (noon), New York City time, on the Notice Date but not later than 3:00 p.m., New York City time, on October 20, 2017.

⁽⁴⁾The All Hold Rate is not applicable.

⁽⁵⁾Three-month LIBOR will be reset on each LIBOR Determination Date in accordance with the procedures set forth under “Description of the Notes—The Notes—The Class A Notes—Distributions of Interest” in this free-writing prospectus.

⁽⁶⁾To be determined on the spread determination date.

⁽⁷⁾The projected weighted average remaining life to the January 25, 2018 reset date of the class A-7A notes (and assuming a successful remarketing of such notes on the current reset date) under various usual and customary prepayment scenarios is approximately 0.25 years. More information may be found under “Prepayments, Extensions, Weighted Average Remaining Life and Expected Maturity of the Class A-7A Notes” to be included as Exhibit I to the final remarketing free-writing prospectus to be distributed to potential investors on or prior to the spread determination date.

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The remarketing agents may be contacted as follows:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

Attention: Craig Leonard

Telephone: 212-325-8549

Email: craig.leonard@credit-suisse.com

Deutsche Bank Securities Inc.

60 Wall Street, 3^rd Floor

New York, New York 10005

Attention: Con Accibal

Telephone: 212-250-7730

Facsimile: 212-797-2031

Email: con.accibal@db.com

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INTRODUCTION

The Student Loan-Backed Notes issued by SLM Student Loan Trust 2005-9 consist of the class A‑7A notes and the class A-6 notes (referred to as the “reset rate notes”) and the class A‑1, class A‑2, class A‑3, class A‑4, class A‑5 and class A‑7B notes (collectively referred to as the “floating rate class A notes”) and the class B notes (which, together with the floating rate class A notes, are referred to as the “floating rate notes” and the floating rate notes, together with the reset rate notes, are referred to as the “notes”). As of the date of this remarketing free-writing prospectus (referred to as the “free-writing prospectus”), the class A-1, class A-2, class A-3, class A-4 and class A-5 notes have been paid in full and are no longer outstanding. No class of notes other than the class A-7A notes (collectively referred to as the “other notes”) is being offered under this free-writing prospectus. Any information contained herein with respect to the other notes is provided only to present a better understanding of the class A-7A notes. The class A-7A notes were originally offered for sale pursuant to the prospectus supplement, dated November 4, 2005 and the related prospectus, dated November 4, 2005.

Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are serving as the remarketing agents (in such capacity, collectively, the “remarketing agents”) for the class A-7A notes.

The notes were issued on November 15, 2005 (referred to as the “closing date”), are obligations of an issuing entity known as SLM Student Loan Trust 2005-9 (referred to as the “trust”) and are secured by the assets of the trust, which consist primarily of a pool of consolidation student loans (the “trust student loans”).

Principal of and interest on the notes are generally payable or allocable as described herein on the 25th day of each January, April, July and October or, if such day is not a business day, then on the next business day (each, a “distribution date”). The initial “reset date” for the class A-7A notes was January 25, 2016. A failed remarketing was declared with respect to the initial reset date. Pursuant to the terms of this failed remarketing, (i) the holders of the class A-7A notes were required to retain their notes, (ii) the class A-7A notes were reset to bear interest at the failed remarketing rate, which is an annual rate equal to three-month EURIBOR plus 0.55%, which rate remained in effect after the failed remarketing, and (iii) a three-month reset period ending on the next distribution date was established. We refer to the October 25, 2017 reset date as the “current reset date” in this free-writing prospectus.

If the class A-7A notes are successfully remarketed on the current reset date, interest will accrue on the class A-7A notes at the rate specified in the summary of this free-writing prospectus and will be calculated based on the actual number of days elapsed in each accrual period and a 360‑day year until the next reset date, which will occur on January 25, 2018. Interest will accrue on the outstanding principal balance of the class A-7A notes during three-month accrual periods and will be paid on each distribution date. The first distribution date after the current reset date is scheduled to occur on January 25, 2018. Each accrual period will begin on a distribution date and end on the day before the next distribution date.

Investors in the class A-7A notes are strongly urged to keep in contact with the remarketing agents because notices and required information pertaining to the remarketing of the class A-7A notes sent to the clearing agencies by the administrator or the remarketing agents, as applicable, may not be communicated in a timely manner to the related beneficial owners.

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TABLE OF CONTENTS

Preliminary Remarketing Free-Writing Prospectus

REMARKETING TERMS SUMMARY	i

INTRODUCTION	iii

SUMMARY OF NOTE TERMS	1

RISK FACTORS	25

DEFINED TERMS	43

THE TRUST	43

USE OF PROCEEDS	54

THE TRUST STUDENT LOAN POOL	55

DESCRIPTION OF THE NOTES	79

STATIC POOLS	134

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE LIVES AND EXPECTED MATURITIES OF THE CLASS A-7A NOTES	135

U.S. FEDERAL INCOME TAX CONSEQUENCES	136

ERISA CONSIDERATIONS	145

ACCOUNTING CONSIDERATIONS	149

REPORTS TO NOTEHOLDERS	149

REMARKETING	150

NOTICES TO INVESTORS	151

LISTING INFORMATION	152

CERTAIN INVESTMENT COMPANY ACT CONSIDERATIONS	153

RATINGS	154

LEGAL PROCEEDINGS	154

LEGAL MATTERS	158

GLOSSARY	160

ANNEX A:	The Trust Student Loan Pool as of August 31, 2017

APPENDIX A:	Federal Family Education Loan Program

APPENDIX B:	Global Clearance, Settlement and Tax Documentation Procedures

EXHIBIT I:	Prepayments, Extensions, Weighted Average Remaining Life and Expected Maturity of the Class A-7A Notes

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This free-writing prospectus is not required to contain all information that is required to be included in the final prospectus. The information in this free-writing prospectus is preliminary and is subject to completion or change. The information in this free-writing prospectus, if conveyed prior to the time of your commitment to purchase any class of notes, supersedes any information contained in any prior free-writing prospectus relating to the notes.

NOTICES TO INVESTORS

THIS FREE-WRITING PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT, ANY OFFER OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF NOTES. ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF NOTES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS FREE-WRITING PROSPECTUS MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE TRUST OR THE REMARKETING AGENTS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE IN RELATION TO SUCH OFFER. NEITHER THE TRUST NOR THE REMARKETING AGENTS HAS AUTHORIZED, NOR DO ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE TRUST OR THE REMARKETING AGENTS TO PUBLISH A PROSPECTUS FOR SUCH OFFER. THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/ED (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE” MEANS DIRECTIVE 2010/73/EU.

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THIS FREE-WRITING PROSPECTUS IS BEING DISTRIBUTED ONLY TO AND IS DIRECTED ONLY AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (III) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (IV) PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY NOTES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS “RELEVANT PERSONS”). ACCORDINGLY, BY ACCEPTING DELIVERY OF THIS FREE-WRITING PROSPECTUS, THE RECIPIENT WARRANTS AND ACKNOWLEDGES THAT IT IS SUCH A RELEVANT PERSON. THE NOTES ARE AVAILABLE ONLY TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH NOTES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS FREE-WRITING PROSPECTUS OR ANY OF ITS CONTENTS. THIS COMMUNICATION MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference in this free-writing prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items. These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words. Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results. Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control. Because we cannot predict the future, what actually happens may be very different from what is contained in our forward-looking statements.

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SUMMARY OF NOTE TERMS

This summary highlights selected information about the class A-7A notes. It does not contain all of the information that you might find important in making your investment decision. It provides only an overview to aid your understanding. You should read the full description of this information appearing elsewhere in this document. We have provided information in this free-writing prospectus with respect to the other notes in order to further the understanding by potential investors of the class A-7A notes.

ISSUING ENTITY

SLM Student Loan Trust 2005-9.

CLASS A-7A NOTES

The Reset Rate Class A-7A Student Loan‑Backed Notes that are being remarketed hereunder were originally issued by the trust on November 15, 2005 in the principal amount of €500,000,000, which is equal to $597,500,000 (using an exchange rate of $1.1950 = €1.00) and are currently outstanding in the same amount.

The initial reset date for the class A-7A notes was January 25, 2016. A failed remarketing was declared with respect to the initial reset date. Pursuant to the terms of this failed remarketing, (i) the holders of the class A-7A notes were required to retain their notes, (ii) the class A-7A notes were reset to bear interest at the failed remarketing rate, which is an annual rate equal to three-month EURIBOR plus 0.55%, which rate remained in effect after the failed remarketing, and (iii) a three-month reset period ending on the next distribution date was established. We refer to the October 25, 2017 reset date as the “current reset date” in this free-writing prospectus. The legal maturity date for the class A-7A notes is January 25, 2041.

Interest. During their initial reset period, the class A-7A notes have been denominated in Euros and have borne interest at a floating rate equal to three-month EURIBOR plus 0.10%, which interest accrued annually.

During the reset period following the October 25, 2017 reset date, interest will accrue on the outstanding principal balance of the class A-7A notes during each accrual period and will be paid on each distribution date.

With respect to any reset period when a class of reset rate notes is denominated in a currency other than U.S. Dollars (as has been the case during the initial reset period with respect to the class A-7A notes), for the distribution date that coincides with a reset date (as will be the case on the October 25, 2017 reset date), interest and principal will be paid to the related noteholders on the second business day following such distribution date, together with additional interest on the applicable principal balance at the related interest rate.

For any reset period when a class of reset rate notes is denominated in a currency other than U.S. Dollars (as has been the case during the initial reset period with respect to the class A-7A notes), following a reset date upon which a failed remarketing has occurred up to and including the reset date resulting in a successful remarketing or an exercise of the call option for the applicable class of reset rate notes, payments of interest and principal to holders of such class of reset rate notes will be made on the second business day following the related reset date without payment of any additional interest.

If successfully remarketed on the October 25, 2017 reset date, the class A-7A notes, until the end of the accrual period relating to the January 25, 2018 reset date, will bear interest at an annual rate equal to three-month LIBOR plus % based on the actual number of days elapsed in each accrual period and a 360-day year.

During any reset period (or upon a successful remarketing on the October 25, 2017 reset date) when a class of reset rate notes bears a floating rate of interest (including both U.S. Dollar and non-U.S. Dollar denominated notes), accrual periods will generally begin on a distribution date and will end on the day before the next distribution date. The next accrual period for the class A-7A notes will begin on October 25, 2017 and end on January 24, 2018.

For each subsequent related reset date, if any, the related currency, applicable accrual periods and distribution dates will be determined on the related remarketing terms determination date as specified under “Description of the Notes—The Reset Rate Notes” and “—Reset Periods” in this free-writing prospectus.

Principal. Payments of principal of the class A-7A notes will generally be made only after the class A-6 notes have been retired. The class A‑1, class A‑2, class A‑3, class A-4 and class A-5 notes, which were earlier in the sequence of principal payments, have been paid in full and are no longer outstanding. The class A‑6 notes, however, are still outstanding. Absent an event of default, no principal will be paid to the class A-7A notes until the outstanding principal balance of the class A‑6 notes has been reduced to zero.

As of the July 2017 distribution date, no principal payments have been made or allocated to the class A-7A notes and there were no amounts on deposit in the accumulation account. Therefore, there will be no payment of principal on the class A-7A notes from the trust on the October 25, 2017 reset date.

RESET DATE PROCEDURES

Remarketing Terms Determination Date. Not later than eight business days prior to the related reset date, which we refer to as the remarketing terms determination date and which, for the class A-7A notes and with respect to the current reset date, is October 13, 2017, the remarketing agents, in consultation with the administrator, will determine for the reset rate notes, among other things, the applicable currency, the applicable interest rate mode, whether principal will be paid periodically or at the end of the related reset period, the index, if applicable, the length of the related reset period and the applicable distribution dates, the identities of any potential swap counterparties, if applicable, and the related all hold rate. If the class A-7A notes are listed on the Luxembourg Stock Exchange, a copy of such notice will be sent to the Luxembourg Stock Exchange and will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.

See “Description of the Notes—The Reset Rate Notes” in this free-writing prospectus.

With respect to the current reset date for the class A-7A notes, the remarketing terms determination date is October 13, 2017.

All Hold Rate. The all hold rate, if applicable, for any class of reset rate notes will be the interest rate applicable for that class of reset rate notes for the next reset period if all holders of that class of reset rate notes choose not to tender their notes to the remarketing agents. For the class A-7A notes and the current reset date however, tender is mandatory and, therefore, the all hold rate is not applicable. See “Description of the Notes—Reset Rate Notes—Foreign Exchange Mode” in this free-writing prospectus.

Tendered Notes. Absent a failed remarketing, holders of reset rate notes denominated in U.S. Dollars in the then-current reset period and the immediately following reset period that wish to sell some or all of their reset rate notes on a reset date will be able to obtain a 100% repayment of principal by tendering the applicable amount of their reset rate notes pursuant to the remarketing process. Holders of reset rate notes denominated in a non-U.S. Dollar currency in the then-current reset period or the immediately following reset period will be deemed to have tendered their reset rate notes pursuant to the remarketing process.

Hold Notices. If a class of reset rate notes is denominated in a non-U.S. Dollar currency in either the then-current or the immediately following reset period (as has been the case with respect to the current reset period for the class A-7A notes), they will be subject to mandatory tender, the related noteholders will be deemed to have tendered their class of reset rate notes on the related reset date, and hold notices will not be applicable.

If a class of reset rate notes is denominated in U.S. Dollars in both the then-current and the immediately following reset period, holders of such notes will be given until the notice date, which is 12:00 p.m. (noon), New York City time, six business days prior to the related reset date, to choose whether to hold their notes by delivering a hold notice to the remarketing agent. Any reset rate notes for which a hold notice is not timely received on or prior to the notice date, will be deemed to be tendered and will be remarketed on the related reset date.

Absent a failed remarketing or exercise of the related call option by Navient Corporation or one of its wholly-owned subsidiaries, holders of reset rate notes denominated in U.S. Dollars that wish to sell some or all of their reset rate notes on a reset date will be able to obtain a 100% repayment of principal by tendering the applicable amount of their reset rate notes pursuant to the remarketing process.

Tender is mandatory for a class of reset rate notes at the end of any reset period if such notes are denominated in a non-U.S. Dollar currency during either the then-current (as has been the case with respect to the class A-7A notes during the initial reset period) or the immediately following reset period, and all holders of such class are deemed to have tendered their notes pursuant to the remarketing process. Absent a failed remarketing or exercise of the related call option by Navient Corporation or one of its wholly-owned subsidiaries, holders of reset rate notes denominated in a non-U.S. Dollar currency who are deemed to have tendered their notes (as will be the case for the class A-7A noteholders with respect to the October 17, 2017 notice date) pursuant to the remarketing process will receive a 100% repayment of principal of their reset rate notes on the related reset date. However, if there is a failed remarketing with respect to a class of reset rate notes, existing holders of such reset rate notes will remain noteholders of such reset rate notes during the immediately following reset period (absent any separate secondary market trades) regardless of whether they tendered their reset rate notes for remarketing or if their notes were deemed tendered automatically, and such noteholders will not be permitted to exercise any remedies as a result of the failure of such notes to be successfully remarketed on the related reset date. See “—Failed Remarketing” below.

Spread Determination Date. Absent an exercise of the related call option by Navient Corporation or one of its wholly-owned subsidiaries or, with respect to reset rate notes denominated in U.S. Dollars, receipt by the remarketing agents of hold notices from 100% of the holders of the related class of reset rate notes, the spread or the applicable fixed rate for each such class of notes will be determined by the remarketing agents at any time after the notice date but no later than 3:00 p.m., New York City time, on the date which is three business days prior to the related reset date. We refer to the date during this period when the spread or the applicable fixed rate is determined as the spread determination date.

For the class A-7A notes and with respect to the current reset date, the related spread determination date may occur any time during the period beginning after 12:00 p.m. (noon), New York City time, on October 17, 2017 and ending at 3:00 p.m., New York City time, on October 20, 2017. The spread will be the lowest spread to three-month LIBOR which would permit all of the notes tendered for remarketing to be purchased at a price equal to 100% of the outstanding principal balance of that class.

Absent a failed remarketing or an exercise of the related call option by Navient Corporation or one of its wholly-owned subsidiaries with respect to the October 25, 2017 reset date, the class A-7A notes will be reset to bear interest until their next reset date at an annual floating rate equal to the sum of three-month LIBOR plus %, based on the actual number of days elapsed in each accrual period and a 360-day year. LIBOR will be determined as specified under “Description of the Notes—The Notes—The Class A Notes—Distributions of Interest” in this free-writing prospectus.

Reset Dates. Reset dates always occur on a distribution date and reset periods always end on the day before a distribution date and may not extend beyond the maturity date of the related class of reset rate notes. The current reset date for the class A-7A notes is October 25, 2017. The next scheduled reset date for the class A-7A notes is January 25, 2018. The maturity date for the class A-7A notes is January 25, 2041.

Tender is mandatory for any reset rate notes that are denominated in a non-U.S. Dollar currency during either the then-current (as is the case with respect to the class A-7A notes and the reset period ending on October 25, 2017) or the immediately following reset period and all holders of such reset rate notes will be deemed to have tendered their notes on the related reset date. If there is a failed remarketing of the reset rate notes with respect to such reset date, existing holders of such notes will not be permitted to exercise any remedies as a result of the failure of their reset rate notes to be remarketed on such reset date.

Failed Remarketing. There will be a failed remarketing with respect to a class of reset rate notes on a related reset date if:

the remarketing agents, in consultation with the administrator, cannot determine the applicable required reset terms for such class of notes on or before the related remarketing terms determination date;

the remarketing agents cannot establish the required spread or fixed rate on the spread determination date;

the remarketing agents are unable to remarket some or all of the tendered reset rate notes at the spread or fixed rate set by the remarketing agents (and the remarketing agents do not choose to purchase such reset rate notes themselves);

if applicable, one or more interest rate and/or currency swap agreements satisfying all required criteria cannot be obtained;

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

certain other conditions specified in the remarketing agreement are not satisfied with respect to such class of notes.

In the event of a failed remarketing with respect to a class of reset rate notes at a time when such notes are denominated in a currency other than U.S. Dollars (as has been the case during the initial reset period with respect to the class A-7A notes):

all holders will retain their notes (including in all deemed mandatory tender situations, as is the case for the current reset date with respect to the class A-7A notes);

such notes will remain denominated in the then-current currency (which, with respect to the class A-7A notes and the current reset period, is Euros);

each currency swap counterparty will be entitled to receive quarterly payments from the trust at an increased LIBOR-based rate (referred to in this free-writing prospectus as the “extension rate”);

the trust will be entitled to receive from the currency swap counterparty, for payment to the related noteholders, quarterly floating rate payments at the specified failed remarketing rate; and

the related reset period will be three months.

With respect to the initial class A-7A currency swap agreement, the extension rate payable by the trust to the initial currency swap counterparty will be an annual rate of three‑month LIBOR plus 0.75% and the failed remarketing rate payable by the initial currency swap counterparty to the trust, for payment to the class A-7A noteholders, will be an annual rate of three-month EURIBOR plus 0.55%, which terms will continue to apply to the class A-7A notes in the event of a failed remarketing on the October 25, 2017 reset date. See “Description of the Notes—The Reset Rate Notes—Tender of Reset Rate Notes; Remarketing Procedures” in this free-writing prospectus.

In the event of a failed remarketing with respect to a class of reset rate notes at a time when such notes are denominated in U.S. Dollars:

all holders will retain their notes;

the related interest rate will be reset to a failed remarketing rate of three-month LIBOR plus 0.75%; and

the related reset period will be three months.

If there is a failed remarketing on the October 25, 2017 reset date, the class A-7A notes will continue to have an outstanding principal balance of €500,000,000.

Call Option. Navient Corporation, or one of its wholly-owned subsidiaries, has the option to purchase each class of reset rate notes in its entirety as of any reset date. If Navient Corporation, or one of its wholly-owned subsidiaries, exercises this right, the interest rate for that class of reset rate notes, which we refer to as the call rate, will be (1) for any class for which no related swap agreement was in effect during the previous reset period, the floating rate applicable for the most recent reset period during which the failed remarketing rate was not in effect, or (2) for any class for which one or more related swap agreements were in effect during the previous reset period (as has been the case with respect to the current reset period for the class A-7A notes), an annual LIBOR-based interest rate equal to the weighted average of the floating rates of interest that the trust paid to the related swap counterparties hedging the currency and/or basis risk for the related notes during the preceding reset period.

The call rate will continue to apply for each reset period while Navient Corporation, or any subsidiary, retains that class of reset rate notes pursuant to its exercise of the related call option. In either case, the next reset date for that class of reset rate notes will occur on the next distribution date.

Listing. For so long as a class of reset rate notes is listed on the Luxembourg Stock Exchange, the administrator will notify the Luxembourg Stock Exchange of any exercise of the related call option and a notice will be published in a leading newspaper having general circulation in Luxembourg, which is expected to be Luxemburger Wort, and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu.

See “Description of the Notes—The Reset Rate Notes” in this free-writing prospectus for a more complete discussion of the remarketing process.

Denominations. During any reset period when a class of reset rate notes is denominated in U.S. Dollars, they will be issued in minimum denominations of $250,000, and additional increments of $1. During any reset period when a class of reset rate notes is denominated in a non-U.S. Dollar currency, they will be issued in minimum denominations of the applicable currency equivalent (approximately) of $250,000 and additional increments of the applicable currency equivalent of $1 (which will be determined by reference to the exchange rate to be set forth in the related currency swap agreement); provided, that during any reset period when a class of reset rate notes is denominated in Euros (as has been the case during the initial reset period with respect to the class A-7A notes), such notes will be issued in minimum denominations of €100,000 and additional increments of €1; and provided, further, that during any reset period when a class of reset rate notes is denominated in Pounds Sterling, such notes will be issued in minimum denominations of £100,000 and additional increments of £1.

The administrator will notify the Luxembourg Stock Exchange of the applicable exchange rate for the applicable class of reset rate notes and a notice containing that exchange rate will also be published in a leading newspaper having general circulation in Luxembourg, which is expected to be Luxemburger Wort, and/or on the Luxembourg Stock Exchange’s website at http://www.bourse.lu. The reset rate notes may be held and transferred, and will be offered and sold, in principal balances of not less than their applicable minimum denomination.

The reset rate notes will only be available in book-entry form through The Depository Trust Company, Clearstream, Luxembourg and the Euroclear System. You will not receive a certificate representing your reset rate notes except in very limited circumstances.

DATES

The closing date for the original offering was November 15, 2005. We refer to this date as the closing date.

The statistical cutoff date for the original offering was October 24, 2005. We refer to this date as the statistical cutoff date.

A distribution date for each class of notes is the 25^th of each January, April, July and October. If any January 25, April 25, July 25 or October 25 is not a business day, the distribution date will be the next business day.

Interest and principal will be payable to holders of record as of the close of business on the record date, which is the day before the related distribution date.

Unless otherwise indicated, all information provided in this free-writing prospectus regarding the notes and the pool of trust student loans is presented as of August 31, 2017. We refer to this date as the statistical disclosure date.

PREPAYMENTS, EXTENSIONS, WEIGHTED AVERAGE REMAINING LIFE AND EXPECTED MATURITY OF THE CLASS A-7A NOTES

The projected weighted average remaining life to the January 25, 2018 reset date of the class A-7A notes (and assuming a successful remarketing of such notes on the current reset date) under various usual and customary prepayment scenarios is approximately 0.25 years. More information may be found under “Prepayments, Extensions, Weighted Average Remaining Life and Expected Maturity of the Class A-7A Notes,” to be included as Exhibit I to the final remarketing free-writing prospectus to be distributed to potential investors on or prior to the spread determination date.

THE OTHER NOTES

On the closing date, the trust also issued its class A-1, class A-2, class A-3, class A-4, class A-5, class A-6, class A-7B and class B notes, as more specifically described below.

Floating Rate Class A Notes:

·	Class A-1 Student Loan-Backed Notes in the original principal amount of $233,000,000, none of which remain outstanding;

·	Class A-2 Student Loan-Backed Notes in the original principal amount of $446,000,000, none of which remain outstanding;

·	Class A-3 Student Loan-Backed Notes in the original principal amount of $240,000,000, none of which remain outstanding;

·	Class A-4 Student Loan-Backed Notes in the original principal amount of $563,000,000, none of which remain outstanding.

·	Class A-5 Student Loan-Backed Notes in the original principal amount of $278,962,000, none of which remain outstanding.

·	Class A-7B Student Loan-Backed Notes in the original principal amount of $380,000,000, and currently outstanding in the same amount.

Reset Rate Class A Notes:

·	Class A-6 Student Loan-Backed Notes in the original principal amount of €235,000,000, and currently outstanding in the amount of $169,703,666.49.

Class B Notes:

·	Class B Student Loan-Backed Notes in the original principal amount of $93,381,000, and currently outstanding in the amount of $55,301,120.79.

We sometimes refer to:

·	the floating rate class A notes and the reset rate notes collectively as the class A notes;

·	the floating rate class A notes and the class B notes as the floating rate notes;

·	the class A-6 notes and class A-7A notes, together, as the reset rate notes; and

·	the floating rate notes and the reset rate notes as the notes.

Interest Rates. The outstanding floating rate notes bear interest at an annual rate equal to the sum of three-month LIBOR and the applicable spread listed in the table below:

Class		Spread
Class A‑7B		plus 0.16%
Class B		plus 0.30%

For all classes of floating rate notes, the administrator determines LIBOR as specified under “Description of the Notes—The Notes—The Class A Notes—Distributions of Interest” in this free-writing prospectus. For the floating rate notes, interest is calculated based on the actual number of days elapsed in each accrual period and a 360-day year.

The class A-6 notes had their initial reset date on October 25, 2012. A failed remarketing was declared with respect to the October 25, 2012 reset date and each subsequent reset date until the April 25, 2013 reset date. On that date, the class A-6 notes were reset until maturity at an annual rate of three-month LIBOR plus 0.55%.

ALL NOTES

Interest Payments. Interest accrues on the outstanding principal balance of the notes during each accrual period and is payable on the related distribution date.

An accrual period for the floating rate notes begins on a distribution date and ends on the day before the next distribution date.

An accrual period for reset rate notes that bear a fixed rate of interest will begin on the 25^th day of the month of the immediately preceding distribution date and end on the 24^th day of the month of the current distribution date.

Principal Payments. Principal is payable or allocable on each distribution date in an amount generally equal to (a) the principal distribution amount for that distribution date plus (b) any shortfall in the payment of principal as of the preceding distribution date.

Priority of Principal Payments. We apply or allocate principal sequentially on each distribution date as follows:

·	first, the class A noteholders’ principal distribution amount:

to the class A-5 notes until their principal balance is reduced to zero; and then

to the class A-6 notes until their principal balance is reduced to zero; provided, that any payments due to the reset rate noteholders will be allocated to the accumulation account if the class A-6 notes are then structured not to receive a payment of principal until the end of the related reset period (as is currently the case); and then

pro rata, to the class A-7A and class A-7B notes until their principal balance is reduced to zero; provided that either (a) if the class A-7A notes are then denominated in a currency other than U.S. Dollars (as has been the case with respect to the initial reset period for the class A-7A notes), any payments due to the applicable reset rate noteholders will be made to the related currency swap counterparty or (b) if the class A-7A notes are then structured not to receive a payment of principal until the end of the related reset period, any payments due to the applicable reset rate noteholders will be allocated to the related accumulation account; and

·	second, on each distribution date on and after the stepdown date, and provided that no trigger event is in effect on such distribution date, the class B noteholders’ principal distribution amount, to the class B notes, until their principal balance is reduced to zero.

For purposes of priority first above, if a class of reset rate notes is then bearing interest at a fixed rate, the outstanding principal balance of that class or its U.S. Dollar equivalent, as applicable, will be deemed to have been reduced by any amounts on deposit in the related accumulation account (exclusive of any investment earnings).

If any class of reset rate notes is 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 for such class of notes, where such funds will remain until the next related reset date for such class of notes. However, if during a reset period any class of reset rate notes is denominated in a currency other than U.S. Dollars and one or more currency swap agreements are in effect relating to that class (as has been the case with respect to the current reset period for the class A-7A notes) (a) the amounts on deposit in the related accumulation account will be paid to the related currency swap counterparty, who will in turn pay to the trust, for payment to the holders of the related class of notes, the non-U.S. Dollar currency equivalent of those amounts received at the exchange rate set forth in the related currency swap agreements and (b) all amounts will be paid to the applicable noteholders on the second business day following the related reset date, together, with respect to the first reset date after such cross-currency swap agreements are entered into, with additional interest on the applicable principal balance at the related interest rate.

Payments or allocations of principal to the reset rate notes will be made pro rata among those classes based on their outstanding principal balances.

On each distribution date prior to the stepdown date, which occurred on the January 2011 distribution date, the class B notes were not entitled to any payments of principal. On each distribution date on and after the stepdown date, provided that no trigger event is in effect, the class B notes will continue to be entitled to their pro rata share of principal, subject to the existence of sufficient available funds.

The class A noteholders’ principal distribution amount is equal to the principal distribution amount times the class A percentage, which is equal to 100% minus the class B percentage. The class B noteholders’ principal distribution amount is equal to the principal distribution amount times the class B percentage.

The class B percentage was 0% prior to the stepdown date and will be 0% on every other distribution date if a trigger event is in effect. On each other distribution date, the class B percentage is the percentage obtained by dividing:

·	the aggregate principal balance of the class B notes, by

·	the aggregate principal balance, or U.S. Dollar equivalent, of all outstanding notes less all amounts on deposit, exclusive of any investment earnings, in the accumulation account, in each case determined immediately prior to that distribution date.

A trigger event will be in effect on any distribution date if the outstanding principal balance of the notes, less any amounts on deposit in the accumulation account, exclusive of investment earnings and after giving effect to distributions to be made on that distribution date, would exceed the adjusted pool balance for that distribution date.

See “Description of the Notes—Distributions” in this free-writing prospectus for a more detailed description of principal payments.

Maturity Dates.

The class A-1 notes were repaid in full on the October 2006 distribution date.

The class A-2 notes were repaid in full on the October 2007 distribution date.

The class A-3 notes were repaid in full on the October 2009 distribution date.

The class A-4 notes were repaid in full on the July 2014 distribution date.

The class A-5 notes were repaid in full on the October 2016 distribution date.

Each class of outstanding notes will mature no later than the date set forth in the table below for that class:

Class		Maturity Date
Class A-6		October 26, 2026
Class A-7A		January 25, 2041
Class A-7B		January 25, 2041
Class B		January 25, 2041

The actual maturity of any class of outstanding notes could occur earlier if, for example:

·	there are prepayments on the trust student loans;

·	the servicer exercises its option to purchase all remaining trust student loans, which will not occur until the first distribution date on which the pool balance is 10% or less of the initial pool balance; or

the servicer has exercised its purchase option described above, the indenture trustee auctions the remaining trust student loans, which absent an event of default under the indenture, will not occur until the first distribution date on which the pool balance is 10% or less of the initial pool balance.

The initial pool balance is equal to the sum of: (i) the pool balance as of the closing date and (ii) all amounts deposited into the supplemental purchase account and the add‑on consolidation loan account on the closing date.

Subordination of the Class B Notes. Payments of interest on the class B notes will be subordinate to payments of interest on the class A notes and to certain trust swap payments due to any swap counterparty, if applicable. In general, payments of principal of the class B notes will be subordinate to the payment of both interest on and principal of the class A notes, trust swap payments due to any swap counterparty and any deposits required to be made into any supplemental interest account or the investment reserve account. See “Description of the Notes—The Notes— The Class B Notes—Subordination of the Class B Notes” in this free-writing prospectus.

Potential Future Interest Rate Cap Agreement. At any time, at the written direction of the administrator, the trust may enter into one or more interest rate cap agreements (collectively, the “potential future interest rate cap agreement”) with one or more eligible swap counterparties (collectively, the “potential future cap counterparty”) to hedge some or all of the interest rate risk of the notes. Any payment due by the trust to a potential future cap counterparty would be payable only out of funds available for distribution under clause (p)(1) of “Description of the Notes—Distributions—Distributions from the Collection Account” in this free-writing prospectus. Any payments received from a potential future cap counterparty would be included in available funds. It is not anticipated that the trust would be required to make any payments to any potential future cap counterparty under any potential future interest rate cap agreement other than an upfront payment and, in some circumstances, a termination payment. See “Description of the Notes—Potential Future Interest Rate Cap Agreement” in this free-writing prospectus.

As of the October 25, 2017 reset date, the trust will not have entered into any potential future interest rate cap agreements.

Security for the Notes. The notes are secured by the assets of the trust, primarily the trust student loans.

INDENTURE TRUSTEE AND PAYING AGENT

The trust issued the notes under an indenture dated as of November 1, 2005. Under the indenture, Deutsche Bank National Trust Company acts as successor indenture trustee for the benefit of, and to protect the interests of, the noteholders and acts as paying agent for the notes.

LUXEMBOURG PAYING AGENT

As long as the rules of the Luxembourg Stock Exchange require a Luxembourg paying agent, the depositor will cause one to be appointed. Deutsche Bank Luxembourg S.A. acts as the Luxembourg paying agent with respect to any of the notes listed on the Official List of the Luxembourg Stock Exchange and traded on the Luxembourg Stock Exchange’s Euro MTF Market.

ELIGIBLE LENDER TRUSTEE

The trust was created under a trust agreement dated as of October 25, 2005. Deutsche Bank Trust Company Americas, a New York banking corporation, is the successor eligible lender trustee under the trust agreement. It holds legal title to the assets of the trust.

DELAWARE TRUSTEE

BNY Mellon Trust of Delaware (formerly known as BNYM (Delaware)), a Delaware banking corporation, is the Delaware trustee. The Delaware trustee acts in the capacities required under the Delaware Statutory Trust Act and under the trust agreement. Its principal Delaware address is 100 White Clay Center, Suite 102, Newark, Delaware 19711.

REMARKETING AGENTS

The remarketing agents will be entitled to a fee on each reset date in connection with a successful remarketing of the class A-7A notes from amounts on deposit in the remarketing fee account. In connection with a successful remarketing of the class A-7A notes on the October 25, 2017 reset date, the remarketing agents will be paid a remarketing fee by the trust in an amount not to exceed $2,091,250. As of the July 2017 distribution date, there was $2,091,250.00 on deposit in the remarketing fee account. The trust will also reimburse the remarketing agents, on a subordinated basis, for certain out-of-pocket expenses incurred in connection with each reset date.

ADMINISTRATOR AND SPONSOR

Navient Solutions, LLC (formerly known as Navient Solutions, Inc.) is the sponsor of the trust and acts as the administrator of the trust under an administration agreement dated as of the closing date. Navient Solutions, LLC is a Delaware limited liability company and a wholly-owned subsidiary of Navient Corporation. Subject to certain conditions, Navient Solutions, LLC may transfer its obligations as administrator to an affiliate.

INFORMATION ABOUT THE TRUST

The trust is a Delaware statutory trust.

The only activities of the trust that are currently permitted are acquiring, owning and managing the trust student loans and the other assets of the trust, issuing and making payments on the notes, entering into any required swap agreements or potential future interest rate cap agreements and making payments thereunder and other related activities. See “The Trust—General” in this free-writing prospectus.

Navient Funding, LLC, as depositor, after acquiring the student loans from one of VG Funding LLC (“VG Funding”) or Navient Credit Finance Corporation (formerly known as SLM Education Credit Finance Corporation) (“Navient CFC”) under separate purchase agreements, sold them to the trust under a sale agreement (we sometimes refer to Navient CFC and VG Funding as the “sellers”), each dated as of the closing date. The depositor is a limited liability company of which Navient CFC is the sole member. Chase Manhattan Bank USA, National Association, as interim eligible lender trustee, initially held legal title to the student loans for the depositor under an interim trust arrangement prior to their transfer to the trust and then as eligible lender trustee for the benefit of the trust under the trust agreement. Deutsche Bank Trust Company Americas now serves as successor interim eligible lender trustee on behalf of the depositor and successor eligible lender trustee on behalf of the trust.

Its Assets

The assets of the trust include:

the trust student loans;

collections and other payments on the trust student loans;

funds it currently holds or will hold from time to time in its trust accounts, including the collection account; the reserve account; any accumulation account; any supplemental interest account; any investment reserve account; any investment premium purchase account; the remarketing fee account; the Euro account; and if any class of reset rate notes is denominated in a currency other than U.S. Dollars or Euros, a currency account;

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

its rights under any swap agreement or potential future interest rate cap agreement, as applicable; and

its rights under the guarantee agreements with guarantors.

The rest of this section describes the trust student loans and trust accounts more fully.

Trust Student Loans. The trust student loans are education loans to students and parents of students made under the Federal Family Education Loan Program, known as the FFELP. All of the trust student loans are consolidation loans.

Consolidation loans are used to combine a borrower’s obligations under various federally authorized student loan programs into a single loan. See “Appendix A—Federal Family Education Loan Program” in this free-writing prospectus.

The trust student loans were selected from student loans owned by Navient CFC or VG Funding, or their affiliates, based on the criteria established by the depositor, as described in this free-writing prospectus.

Guaranty agencies described in this document guarantee all of the trust student loans. They are also reinsured by the United States Department of Education (which we refer to as the Department of Education).

Initial Trust Student Loans. The initial trust student loans had a pool balance of approximately $3,001,136,238 as of the original cutoff date. On the closing date, $9,818,772.66 was deposited into the supplemental purchase account and during the supplemental purchase period, $9,696,783.54 aggregate principal balance of trust student loans was added to the pool balance through the purchase of additional student loans using funds on deposit in the supplemental purchase account. On the closing date, $20,000,000 was deposited into the add-on consolidation loan account and during the consolidation loan add-on period, $14,693,257.09 aggregate principal balance of trust student loans was added to the pool balance through the purchase of add-on consolidation loans using funds on deposit in the add-on consolidation loan account. The trust student loans have a pool balance of approximately $1,177,710,852 as of the statistical disclosure date.

As of the statistical disclosure date, (i) the weighted average annual borrower interest rate of the trust student loans was approximately 3.94% and (ii) the weighted average remaining term of the trust student loans to scheduled maturity was approximately 199 months.

Special allowance payments on 0.57% of the trust student loans by principal balance (as of the statistical disclosure date) are based on the 91-day treasury bill rate. Special allowance payments on 96.61% of the trust student loans by principal balance (as of the statistical disclosure date) are based on the one-month LIBOR rate.

Approximately 2.82% of the trust student loans by principal balance (as of the statistical disclosure date) are segments of consolidation loans that have a variable rate of interest that is not subject to any cap on the interest rate and that is not eligible to receive special allowance payments or interest subsidy payments.

For more details concerning the trust student loans, see “Annex A—The Trust Student Loan Pool” attached to this free-writing prospectus.

Collection Account. The administrator established and maintains the collection account as an asset of the trust in the name of the indenture trustee. The administrator will deposit collections on the trust student loans, interest subsidy payments and special allowance payments into the collection account, as described in this free-writing prospectus.

Reserve Account. The administrator established and maintains the reserve account as an asset of the trust in the name of the indenture trustee. As of the July 2017 distribution date, the amount on deposit in the reserve account was $4,531,704.00. Funds in the reserve account may be replenished on each distribution date by additional funds available from the trust after all prior required distributions have been made. See “Description of the Notes—Distributions.”

Amounts in the reserve account in excess of the specified reserve account balance (as described below) on any distribution date, after the payments described below, will be deposited into the collection account for distribution on that distribution date.

The specified reserve account balance is the amount required to be maintained in the reserve account. The specified reserve account balance for any distribution date will be equal to the greater of:

·	0.25% of the pool balance at the end of the related collection period and

·	$4,531,704.00.

The specified reserve account balance will be subject to adjustment as described in this free-writing prospectus. In no event will it exceed the outstanding principal balance of the notes, less all amounts then on deposit in the accumulation account (exclusive of investment earnings), if any.

The reserve account will be available to cover any shortfalls in payments of the primary servicing fee, the administration fee, the remarketing fees, if any, the class A noteholders’ interest distribution amount (but only up to an annual interest rate equal to three-month EURIBOR plus 0.55% in the case of the class A-7A notes), the class B noteholders’ interest distribution amount, and payments due to any swap counterparty in respect of interest and certain swap termination payments. As of the July 2017 distribution date, amounts on deposit in the reserve account have not been required for these purposes.

In addition, the reserve account will be available:

·	on the related maturity date for each class of class A notes and upon termination of the trust, to cover shortfalls in payments of the class A noteholders’ principal and accrued interest to the related class of notes; and

·	on the class B maturity date and upon termination of the trust, to cover shortfalls in payments of the class B noteholders’ principal and accrued interest, any carryover servicing fees, any remaining swap termination payments and remarketing fees and expenses.

The reserve account enhances the likelihood of payment to noteholders. In certain circumstances, however, the reserve account could be depleted. This depletion could result in shortfalls in distributions to noteholders.

If the market value of the reserve account, together with amounts on deposit in the supplemental interest account on any distribution date, is sufficient to pay the remaining principal (for such purpose, as reduced by all amounts, other than investment earnings, on deposit in the accumulation account) and interest accrued on the notes and any carryover servicing fee, amounts on deposit in those accounts will be so applied on that distribution date. See “Description of the Notes—Credit Enhancement—Reserve Account” in this free-writing prospectus.

Capitalized Interest Account. All funds on deposit in the capitalized interest account that was created and funded on the closing date were transferred to the collection account on the January 2007 distribution date. No additional sums were subsequently or will be deposited into this account.

Remarketing Fee Account. The administrator established and maintains a remarketing fee account as an asset of the trust in the name of the indenture trustee, for the benefit of the remarketing agents and the class A noteholders. On the October 2011 distribution date, which was the distribution date one year prior to the initial reset date for the class A-7A notes, the trust began to deposit into the remarketing fee account available funds up to the related quarterly required amount. The trust is required to make such deposits on each related distribution date until the balance on deposit in the remarketing fee account reaches the targeted level for the related reset date, prior to the payment of interest on the notes. As of the October 25, 2017 reset date, the required amount for this account will not exceed $2,091,250. As of the July 2017 distribution date, there was $2,091,250.00 on deposit in the remarketing fee account.

Investment earnings on deposit in the remarketing fee account are withdrawn on each distribution date, deposited into the collection account and included in available funds for that distribution date. In addition, if on any distribution date, a class A note interest shortfall would exist, or if on the maturity date for any class of class A notes, available funds would not be sufficient to reduce the principal balance of that class to zero, the amount of that class A note interest shortfall or principal deficiency, as applicable, may be withdrawn from the remarketing fee account and used for payment of interest or principal on the class A notes, to the extent sums are on deposit in that account. See “Description of the Notes—The Reset Rate Notes—Tender of Reset Rate Notes; Remarketing Procedures” in this free-writing prospectus.

Accumulation Account. The administrator established or will establish and maintains or will maintain in the name of the indenture trustee a separate accumulation account for the benefit of either class of reset rate notes, generally, whenever such class bears interest at a fixed rate or bears interest at a floating rate but is structured not to receive a payment of principal until the end of the related reset period. With respect to each such class for the related reset period, on each distribution date, the indenture trustee will deposit any payments of principal allocated to that class, in U.S. Dollars, into the related accumulation account. All sums, exclusive of investment earnings, will be paid either:

if the applicable class of reset rate notes is then denominated in U.S. Dollars, on the next related reset date to the noteholders of that class, after all other required distributions have been made on that reset date; or

if the applicable class of reset rate notes is then denominated in a non-U.S. Dollar currency (as has been the case during the initial reset period with respect to the class A-7A notes), on or about the next related reset date, to the related currency swap counterparties (which counterparties will in turn pay the applicable currency equivalent of such amounts to the trust, for payment to the related noteholders on the second business day following such reset date), after all other required distributions have been made on that reset date.

Amounts on deposit in the accumulation account, exclusive of investment earnings, may be used only to pay principal to the related class of reset rate notes (or to the related swap counterparties, if applicable) and for no other purpose. Investment earnings on amounts on deposit in the accumulation account will be withdrawn on each distribution date, deposited into the collection account and included in available funds for that distribution date.

Amounts on deposit in the accumulation account may be invested in eligible investments that can be purchased at a price equal to par, at a discount, or at a premium. Eligible investments may be purchased at a premium over par only if there are sufficient amounts on deposit in the investment premium purchase account described below to pay the amount of the purchase price in excess of par.

As of the July 2017 distribution date, there were no funds on deposit in any accumulation account for any class of reset rate notes.

Investment Premium Purchase Account. The administrator established and maintains, in the name of the indenture trustee, an investment premium purchase account. On each distribution date when funds are deposited into an accumulation account, the indenture trustee will be required to deposit, subject to sufficient available funds, an amount generally equal to 1.0% of the amount deposited into the accumulation account into the investment premium purchase account (together with any carryover amounts from previous distribution dates if there were insufficient available funds on any previous distribution date to make the required deposits in full).

Amounts on deposit in the investment premium purchase account may be used from time to time to pay amounts in excess of par on eligible investments purchased with funds on deposit in the accumulation account. Amounts not used to pay such premium purchase amounts will become a part of available funds on future distribution dates pursuant to a formula set forth in the administration agreement.

As of the July 2017 distribution date there were no amounts on deposit in the investment premium purchase account.

Investment Reserve Account. The administrator established and maintains, in the name of the indenture trustee, an investment reserve account. On any distribution date, and to the extent of available funds, if the ratings of any eligible investments related to an accumulation account have been downgraded by one or more rating agencies, the indenture trustee will deposit into the investment reserve account an amount, if any, to be set by each applicable rating agency in satisfaction of the rating agency condition, which amount will not exceed the amount of the unrealized loss on the related eligible investments. On each distribution date, all amounts on deposit in the investment reserve account either will be withdrawn from the investment reserve account and deposited into the accumulation account in an amount required to offset any realized losses on eligible investments related to the accumulation account, or will be deposited into the collection account to be included in available funds on that distribution date.

As of the July 2017 distribution date there were no amounts on deposit in the investment reserve account.

Supplemental Interest Account. The administrator will establish and maintain, in the name of the indenture trustee, a supplemental interest account with respect to the accumulation account for a class of reset rate notes.

On each distribution date when amounts are deposited into or are on deposit in the accumulation account for a class of reset rate notes, the indenture trustee, subject to sufficient available funds, will deposit into the supplemental interest account an amount sufficient to pay either to the reset rate noteholders or to each swap counterparty, as applicable, the floating rate payments due to the reset rate noteholders or the swap counterparty, as applicable, through the next distribution date at the related LIBOR-based floating rate on all amounts on deposit in the accumulation account, after giving effect to an assumed rate of investment earnings on that account.

All amounts on deposit in the supplemental interest account will be withdrawn on each distribution date, deposited into the collection account and included in available funds for that distribution date.

As of the July 2017 distribution date there were no amounts on deposit in the supplemental interest account.

Euro Account. The administrator established and maintains a Euro account as an asset of the trust in the name of the indenture trustee, for the benefit of the reset rate noteholders, during any reset period when the reset rate notes are denominated in Euros (as has been the case during, with respect to the class A-7A notes, the current reset period and, with respect to the class A-7A notes, their initial reset period). Any payments received in Euros from a swap counterparty will be deposited into the Euro account, as described in this free-writing prospectus.

Other Currency Accounts. If a class of reset rate notes is denominated in a currency other than U.S. Dollars or Euros during any related reset period and the administrator has not previously established a currency account for the applicable currency, then the administrator will establish and maintain a currency account for the applicable currency in the name of the indenture trustee, for the benefit of the related noteholders. Any payments received from a swap counterparty in a currency other than U.S. Dollars will be deposited into such a currency account.

INITIAL CURRENCY SWAP AGREEMENTS

On the closing date, the trust entered into initial currency swap agreements with each of Credit Suisse First Boston International and Deutsche Bank AG, New York Branch as the initial class A-6 currency swap counterparty and class A-7A currency swap counterparty, respectively, to hedge the currency exchange risk that resulted from:

the payment of principal and interest in Euros by the trust to the class A‑6 and class A‑7A noteholders during the related applicable reset periods; and

the required payment in Euros to the class A-6 and class A-7A noteholders upon the first successful remarketing of the applicable class of reset rate notes.

The initial class A-6 currency swap agreement terminated in accordance with its terms on April 25, 2013.

The initial class A-7A currency swap agreement will terminate in accordance with its terms on the earliest to occur of:

the first reset date on which there is a successful remarketing of the class A-7A notes;

the reset date on which the call option is exercised;

the distribution date on which the outstanding principal balance of the class A-7A notes is reduced to zero; or

January 25, 2041 (which is the maturity date of the class A-7A notes).

Other than the initial class A-7A currency swap agreement, the trust may not enter into additional swap agreements with respect to the class A-7A notes unless each rating agency then rating the notes confirms its then-current ratings of the class A-7A notes and, with respect to any currency swap agreements, certain additional criteria are satisfied (for a description of such criteria, see “Description of the Notes—The Reset Rate Notes—Foreign Exchange Mode,” “—Floating Rate Mode” and “—Fixed Rate Mode” in this free-writing prospectus).

If the class A-7A notes are successfully remarketed on the October 25, 2017 reset date, the initial class A-7A currency swap agreement will terminate in accordance with its terms on that date.

ADMINISTRATION OF THE TRUST

Distributions

Navient Solutions, LLC, as administrator, will instruct the indenture trustee to withdraw funds on deposit in the collection account and the various accounts described above. These funds will be applied on or before each applicable distribution date generally as shown in the chart on the following page. Funds on deposit in the collection account and, to the extent required, the reserve account will be applied monthly to the payment of the primary servicing fee.

See “Description of the Notes— Distributions” in this free-writing prospectus for a more detailed description of distributions.

Transfer of the Assets to the Trust

Under a sale agreement, the depositor sold the trust student loans to the trust, with the eligible lender trustee holding legal title to the trust student loans.

If the depositor breaches a representation under the sale agreement regarding a trust student loan, generally the depositor will have to cure the breach, repurchase or replace that trust student loan or reimburse the trust for losses resulting from the breach.

Each seller has similar obligations under the related purchase agreement. See “Transfer Agreements—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in this free-writing prospectus.

Servicing of the Assets

Under a servicing agreement, Navient Solutions, LLC, as servicer, is responsible for servicing, maintaining custody of and making collections on the trust student loans. It also bills and collects payments from the guaranty agencies and the Department of Education. See “Servicing and Administration—Servicing Procedures” and “—Administration Agreement” in this free-writing prospectus.

The servicer manages and operates the loan servicing functions for the Navient Corporation family of companies. The servicer may enter into subservicing agreements with respect to some or all of its servicing obligations, but these arrangements will not affect the servicer’s obligations to the trust. Under some circumstances, the servicer may transfer its obligations as servicer.

If the servicer breaches a covenant under the servicing agreement regarding a trust student loan, generally it will have to cure the breach, purchase that trust student loan or reimburse the trust for losses resulting from the breach. See “The Trust Student Loan Pool—Cure Period for Trust Student Loans” in this free-writing prospectus.

Compensation of the Servicer

The servicer receives two separate fees: a primary servicing fee and a carryover servicing fee.

The primary servicing fee for any month is equal to ¹/₁₂^th of an amount not to exceed 0.50% of the outstanding principal amount of the trust student loans.

The primary servicing fee is payable in arrears out of available funds and amounts on deposit in the reserve account on the 25th day of each month, or if the 25th day is not a business day, then on the next business day. Fees are calculated as of the first day of the preceding calendar month. Fees include amounts from any prior monthly servicing payment dates that remain unpaid.

The carryover servicing fee is payable to the servicer on each distribution date out of available funds.

The carryover servicing fee is the sum of:

·	the amount of specified increases in the costs incurred by the servicer;

·	the amount of specified conversion, transfer and removal fees;

·	any amounts described in the first two bullets that remain unpaid from prior distribution dates; and

·	interest on any unpaid amounts.

See “Servicing and Administration—Servicing Compensation” in this free-writing prospectus.

TERMINATION OF THE TRUST

The trust will terminate upon:

·	the maturity or other liquidation of the last trust student loan and the disposition of any amount received upon its liquidation; and

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

See “Transfer Agreements—Termination” in this free-writing prospectus.

Optional Purchase

The servicer may purchase or arrange for the purchase of all remaining trust student loans on any distribution date when the pool balance is 10% or less of the initial pool balance.

The exercise of this purchase option will result in the early retirement of the remaining notes, including an early distribution of all amounts then on deposit in any accumulation account. The purchase price will equal the amount required to prepay in full, including all accrued and unpaid interest, the remaining trust student loans as of the end of the preceding collection period, but will not be less than a prescribed minimum purchase amount.

This prescribed minimum purchase amount is the amount that would be sufficient to:

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

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

For these purposes, if any class of reset rate notes:

is then structured not to receive a payment of principal until the end of the related reset period, the outstanding principal balance of the class A-7A notes will be deemed to have been reduced by any amounts on deposit, exclusive of any investment earnings, in the related accumulation account; and/or

·	is then denominated in a non-U.S. Dollar currency, the U.S. Dollar equivalent of the then-outstanding principal balance of the class A-7A notes will be determined based upon the exchange rate provided for in the related currency swap agreement or agreements.

The pool balance as of the statistical disclosure date is approximately 38.85% of the initial pool balance.

Auction of Trust Assets

The indenture trustee will offer for sale all remaining trust student loans on the first distribution date on which the pool balance is less than or equal to 10% of the initial pool balance.

The trust auction date will be the third business day before the related distribution date. An auction will be consummated only if the servicer has first waived its optional purchase right as described under “—Optional Purchase” above. The servicer will waive its option to purchase the remaining trust student loans if it fails to notify the eligible lender trustee and the indenture trustee, in writing, that it intends to exercise its purchase option before the indenture trustee accepts a bid to purchase the trust student loans. The depositor and its affiliates, including Navient CFC and the servicer, and unrelated third parties may offer bids to purchase the trust student loans. The depositor or any affiliate may not submit a bid representing greater than fair market value of the trust student loans.

If at least two bids are received, the indenture trustee will solicit and re-solicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The indenture trustee will accept the highest of the remaining bids if it equals or exceeds the higher of:

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

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

If at least two bids are not received or the highest bid after the re-solicitation process does not equal or exceed that amount, the indenture trustee will not complete the sale. The indenture trustee may, and at the direction of the depositor will be required to, consult with a financial advisor, including any of the original underwriters of the notes, or the administrator, to determine if the fair market value of the trust student loans has been offered. See “Description of the Notes—Auction of Trust Assets” in this free-writing prospectus.

The net proceeds of any auction sale, plus all amounts (exclusive of investment earnings) then on deposit in the accumulation account, will be used to retire any outstanding notes on the related distribution date.

If the trust student loans are not sold as described above, on each subsequent distribution date, if the amount on deposit in the reserve account after giving effect to all withdrawals, except withdrawals payable to the depositor, exceeds the specified reserve account balance, the administrator will direct the indenture trustee to distribute the amount of the excess as accelerated payments or allocations of note principal.

The indenture trustee may or may not succeed in soliciting acceptable bids for the trust student loans either on the trust auction date or on subsequent distribution dates.

See “Description of the Notes—Auction of Trust Assets” in this free-writing prospectus.

TAX CONSIDERATIONS

Subject to important considerations described in this free-writing prospectus:

·	Federal tax counsel for the trust is of the opinion that the class A-7A notes will be characterized as debt for federal income tax purposes.

·	Federal tax counsel for the trust is of the opinion that the trust will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes.

·	For U.S. federal income tax purposes, the remarketing of the class A-7A notes will likely be treated as a retirement and reissuance of notes, in light of the mandatory tender and various other remarketing terms facilitated by the initial class A-7A currency swap agreement.

Delaware tax counsel for the trust is of the opinion that the same characterizations will apply for Delaware state income tax purposes as for federal income tax purposes and that noteholders who were not otherwise subject to Delaware taxation on income would not become subject to Delaware taxation as a result of their ownership of notes.

See “U.S. Federal Income Tax Consequences” in this free-writing prospectus.

ERISA CONSIDERATIONS

Subject to important considerations and conditions described in this free-writing prospectus, the class A-7A notes may, in general, be purchased by or on behalf of an employee benefit plan, including an insurance company general account, only if:

an exemption from the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended, applies, so that the purchase or holding of the class A-7A notes will not result in a non-exempt prohibited transaction and certain other requirements, if applicable, are satisfied as set forth in “ERISA Considerations” in this free-writing prospectus; and

·	the purchase or holding of the class A-7A notes will not cause a non-exempt violation of any substantially similar federal, state, local or foreign laws.

See “ERISA Considerations” in this free-writing prospectus for additional information concerning the application of ERISA.

RATINGS

The notes are currently rated as follows:

·	class A-6 notes: “AAAsf” by Fitch, “Aaa (sf)” by Moody’s and “AAA (sf)” by S&P.

·	class A-7A and A-7B notes: “AAAsf” by Fitch, “Aa3 (sf)” by Moody’s and “AA+ (sf)” by S&P.

·	class B notes: “BBBsf” by Fitch, “Baa2 (sf)” by Moody’s and “AA (sf)” by S&P.

See “Ratings” in this free-writing prospectus.

CERTAIN INVESTMENT COMPANY ACT CONSIDERATIONS

The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity, as structured, does not constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this free-writing prospectus). See “Certain Investment Company Act Considerations” in this free-writing prospectus for more information.

LISTING INFORMATION

The class A-7A notes are currently listed on the Luxembourg Stock Exchange. You should consult with Deutsche Bank Luxembourg S.A., the Luxembourg listing agent for the notes, for additional information regarding their status. You can contact the listing agent at 2 Boulevard Konrad Adenauer L-1115, Luxembourg.

So long as the class A-7A notes are listed on the Luxembourg Stock Exchange, and its rules so require, notices relating to that class of notes, including if any of such class is delisted, will be published in a leading newspaper having general circulation in Luxembourg, which is expected to be Luxemburger Wort and/or on the Luxembourg Stock Exchange’s website at: http://www.bourse.lu.

The class A-7A notes are currently able to be cleared and settled through Clearstream, Luxembourg and Euroclear.

RISK FACTORS

Some of the factors you should consider before making an investment in the class A-7A notes are described in this free-writing prospectus under “Risk Factors.”

IDENTIFICATION NUMBERS

The class A-7A notes have the following identification numbers:

U.S. Rule 144A Global Note:

CUSIP Number: 78442G RA 6

International Securities Identification Number (ISIN): US78442GRA66

Non-U.S. Rule 144A Global Note:

International Securities Identification Number (ISIN): XS0235359048

European Common Code: 023535904

RISK FACTORS

You should carefully consider the following risk factors in order to understand the structure and characteristics of the class A-7A notes and the potential merits and risks of an investment in the class A-7A notes. Potential investors must review and become familiar with the following risk factors in deciding whether to purchase the class A-7A notes. All of these risk factors could affect your investment in or return on the class A-7A notes.

General Risks

Federal Financial Regulatory Legislation Could Have An Adverse Effect On Navient Corporation, The Sponsor, The Servicer, The Depositor, The Sellers And The Trust, Which Could Result In Losses Or Delays In Payments On Your Notes		On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) to reform and strengthen supervision of the U.S. financial services industry. The Dodd-Frank Act represents a comprehensive change to existing laws, imposing significant new regulation on almost every aspect of the U.S. financial services industry. The Dodd-Frank Act has resulted in significant new regulation in key areas of the business of Navient Corporation, the parent of Navient Solutions, LLC and Navient Funding, LLC, and its affiliates and the markets in which Navient Corporation, the sponsor and their affiliates operate. Pursuant to the Dodd-Frank Act, Navient Corporation and many of its subsidiaries are subject to regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”). The CFPB has substantial power to define the rights of consumers and the responsibilities of certain institutions, including Navient Corporation’s education loan servicing business. It is likely that operational expenses of Navient Corporation, the sponsor or their affiliates will increase if new or additional compliance requirements under the Dodd-Frank Act are imposed on their operations and their competitiveness could be significantly affected if they are subjected to supervision and regulatory standards not otherwise applicable to their competitors

The Bankruptcy Of The Depositor, Navient CFC Or Any Other Seller Could Delay Or Reduce Payments On Your Notes		We have taken steps to assure that the voluntary or involuntary application for relief by the depositor, Navient CFC, which is the sole member of the depositor, or any other applicable seller under the United States Bankruptcy Code or other insolvency laws will not result in consolidation of the assets and liabilities of the trust with those of the depositor, Navient CFC and the other sellers. However, we cannot guarantee that the activities of the depositor, the sellers, the sponsor or the trust will not result in a court concluding that the trust’s assets and liabilities should be consolidated with those of the depositor, Navient CFC or any other seller in a proceeding under any insolvency law. If a court were to reach this conclusion or a filing were made under any insolvency law by or against us, or if an attempt were made to litigate this issue, then delays in distributions on the notes or reductions in these amounts could result.

		Navient CFC, the other sellers of the student loans and the depositor intend that each transfer of student loans to the trust will constitute a true sale. If such transfer constitutes a true sale, the student loans and their proceeds would no longer be considered property of the depositor, Navient CFC or the other sellers should any such seller become subject to an insolvency law. If the depositor, Navient CFC or any other seller were to become subject to an insolvency law, and a creditor, a trustee-in-bankruptcy or the seller itself were to take the position that the sale of student loans from the related seller to the depositor should instead be treated as a pledge of the student loans to secure a borrowing of that seller, delays in payments on the notes could occur. In addition, if the court ruled in favor of this position, reductions in the amount of payments on the notes could result.

The Bankruptcy Of The Servicer Could Delay The Appointment Of A Successor Servicer Or Reduce Payments On Your Notes		In the event of a default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator (including the FDIC) may have the power to prevent any of the servicer, the trust, indenture trustee or the noteholders, as applicable, from appointing a successor servicer and delays in the collection of payments on the trust student loans may occur. It may also be difficult to find a third party to act as successor servicer, and the issuing entity may have to increase the servicing fee in order to obtain such successor servicer. Any resulting delay in the collection of payments on the affected trust student loans may delay or reduce payments to noteholders. In addition, in the event of an insolvency or a bankruptcy of the servicer, a court, conservator, receiver or liquidator may permit the servicer to assign its rights and obligations as servicer to a third party without complying with the provisions of the transaction documents.

Risks Related to the Notes

Because The Notes May Not Provide Regular Or Predictable Payments, You May Not Receive The Return On Your Investment That You Expected		The notes may not provide a regular or predictable schedule of payments or payment on any specific date. Accordingly, you may not receive the return on your investment that you expected.

The Notes Are Not Suitable Investments For All Investors		The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, and tax consequences of such an investment, as well as the interaction of these factors.

Sequential Payment Of The Notes Results In A Greater Risk Of Loss		Holders of the class A-7A notes bear a greater risk of loss than do holders of the class A-6 notes because no principal will be paid to any class A-7A noteholders until the class A-6 notes have been paid in full. If a failed remarketing occurs, the reset rate notes would become subject to the failed remarketing rate, which may be higher than the interest rate that would otherwise be applicable to such class of notes. This would reduce the amount of available funds to pay interest on other classes of notes and principal on the reset rate notes. In that case, or if prepayments are much higher than anticipated, or if losses on the trust student loans are greater than expected, you may suffer a loss.

Illiquid Market Conditions May Occur From Time To Time		From time to time, the secondary market for your class A-7A notes may be adversely affected by periods of general market illiquidity or by events in the global financial markets in general or in the securitization market in particular. Accordingly, you may not be able to sell your class A-7A notes when you want to do so or you may be unable to obtain the price that you wish to receive for your class A-7A notes and, as a result, you may suffer a loss on your investment. One example of an event that could impact the liquidity of your class A-7A notes is that certain rating agencies have published new methodologies for rating asset-backed securities secured by pools of FFELP loans (“FFELP ABS”). As a result, those rating agencies have reviewed the ratings of outstanding FFELP ABS, and the ratings on some outstanding FFELP ABS have been, or may be, revised. Secondary market trading for all FFELP ABS, including your class A-7A notes, could be negatively impacted by any actual or anticipated ratings actions with respect to other outstanding FFELP ABS. Additionally, recent events in the global financial markets may cause a reduction of liquidity in the secondary market for your class A-7A notes. Specifically, uncertainty surrounding the exit of the United Kingdom or any other country from the European Union or the abandonment by any country of the Euro would likely have a destabilizing effect on Eurozone countries and their economies and may have an adverse effect on the global economy as a whole.

The Issuing Entity Will Have Limited Assets From Which To Make Payments On The Notes, Which May Result In Losses		The issuing entity will not have, nor will it be permitted to have, significant assets or sources of funds other than the pool of trust student loans and the related guarantee agreements. The issuing entity will also have a reserve account established in the issuing entity’s name. Consequently, you must rely upon payments on the trust student loans from the borrowers and guarantors, as applicable, and, if available, amounts on deposit in the trust accounts described above, and overcollateralization to repay your notes. If these sources of funds are unavailable or insufficient to make payments on your notes, you may experience a loss on your investment.

Your Notes May Have A Degree Of Basis Risk, Which Could Compromise The Trust’s Ability To Pay Principal Of And Interest On Your Notes		There may be a degree of basis risk associated with the class A-7A notes. There is a risk that shortfalls might occur because, among other things, while the effective interest rates of the trust student loans adjust on the basis of specified indices and those of the notes adjust on the basis of a different index or, with respect to any class of reset rate notes at a time when such notes are in fixed rate mode, do not adjust at all. If a shortfall were to occur, the trust’s ability to pay principal of and/or interest on the notes could be compromised. See “Annex A—The Trust Student Loan Pool—Composition of the Trust Student Loans as of the Statistical Disclosure Date” in this free-writing prospectus which specifies the percentages of trust student loans that adjust based on LIBOR or the 91-day Treasury bill rate, as applicable.

You May Be Unable To Reinvest Principal Payments At The Yield You Earn On The Notes		Asset-backed notes usually produce increased principal payments to investors when market interest rates fall below the interest rates on the collateral—student loans in this case—and decreased principal payments when market interest rates rise above the interest rates on the collateral. As a result, you are likely to receive more money to reinvest at a time when other investments generally are producing lower yields than the yield on the notes. Similarly, you are likely to receive less money to reinvest when other investments generally are producing higher yields than the yield on the notes.

Withdrawal Or Downgrade Of Ratings May Decrease The Prices Of Your Notes		A security rating is not a recommendation to buy, sell or hold securities. Similar ratings on different types of securities do not necessarily mean the same thing. A rating agency may revise or withdraw its rating at any time if it believes circumstances have changed. A subsequent downgrade in the rating on your notes is likely to decrease the price a subsequent purchaser will be willing to pay for your notes.

A Conflict Of Interest May Exist Between The Rating Agencies Engaged To Rate The Notes And The Transaction Parties		The SEC has taken the position that being paid by the sponsor, issuer or an underwriter to issue and/or maintain a credit rating on asset backed securities may create a conflict of interest for rating agencies, and that this potential conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to such rating agencies. Potential investors in the class A-7A notes should make their own determinations regarding whether such a conflict of interest actually exists, whether any such potential conflict of interest impacts a rating from any retained rating agency and the weight given to any particular rating in making an investment decision in the class A-7A notes.

A Further Lowering Of The Credit Rating Of The United States of America May Adversely Affect The Market Value Of Your Notes		The credit rating of the United States was downgraded by a nationally recognized statistical rating organization (an “NRSRO”) within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, and may potentially be downgraded by other NRSROs in the future. The impact of any such further potential downgrades is unknown, and depending on any lowered rating assigned, the stated reasons for a lower rating and other factors, the liquidity, market value and regulatory characteristics of your notes could be materially and adversely affected.

Certain Actions Can Be Taken Without Noteholder Approval		The transaction documents provide that certain actions may be taken based upon receipt by the indenture trustee of a confirmation from each of the rating agencies that the then-current ratings assigned by the rating agencies then rating the notes will not be downgraded or withdrawn by those actions. In this event, such actions may be taken without the consent of noteholders.

LIBOR Manipulation Claims And Recent Announcements By The United Kingdom Financial Conduct Authority Regarding Changes To, Or Elimination Of, LIBOR May Affect the Interest Rate on Your Notes		The interest rate on the notes is based on a spread over one-month LIBOR, as set forth on the cover of this free-writing prospectus and the special allowance payments on certain of the trust student loans are based on one-month LIBOR. The London Interbank Offered Rate, or LIBOR, serves as a global benchmark for home mortgages, student loans and what various issuers pay to borrow money. Certain financial institutions have been accused by various regulators of manipulating LIBOR, and have been alleged to have altered costs when reporting them to regulators. In addition to such regulatory investigations, lawsuits have been filed in the United States District Court for the Southern District of New York seeking damages for losses arising from alleged LIBOR manipulation. While certain causes of action with respect to such lawsuits have been dismissed or settled, others continue to be litigated.

It is unknown at this time what effect, if any, these investigations or any related litigation will have on the use of LIBOR as a global benchmark going forward. We cannot provide any assurances that the rate-setting process for LIBOR will not be affected by conduct similar to what has been alleged in the future, or that the investigations into the rate-setting process will not result in changes in the process used to determine LIBOR that could adversely affect the interest rate on your notes or that could result in a disruption in the rate-setting process.

In addition, on July 27, 2017, the Chief Executive Officer of the United Kingdom Financial Conduct Authority (the “FCA”) announced that by the end of 2021 (the “London Interbank Offered Rate Phase-Out Date”), LIBOR would no longer be sustained through the FCA’s efforts to compel banks’ participation in setting the benchmark. In the announcement, the Chief Executive Officer of the FCA stated that the London interbank market is no longer sufficiently active to determine reliable rates. The FCA’s intention is that after 2021, it will no longer be necessary for the FCA to ask, or to require, banks to submit contributions to LIBOR. The FCA does not intend to sustain LIBOR through using its influence or legal powers beyond that date. It is possible that the ICE Benchmark Administration Limited (the “IBA”), which took over administration of LIBOR on February 1, 2014, and the panel banks could continue to produce LIBOR on the current basis after 2021, if they are willing and able to do so, but we cannot assure you that LIBOR will survive in its current form, or at all. Following the London Interbank Offered Rate Phase-Out Date or in the event of any other disruption in the London interbank market, we refer you to “Description of the Notes—Determination of Indices—LIBOR” for the process for determining LIBOR under the indenture.

As a result of the foregoing, the rate at which your notes bear interest could be adversely affected by misconduct in the rate-setting process for LIBOR, changes to such process or the phasing out of the rate entirely. There may be a negative effect to you if the LIBOR global benchmark is no longer available.

The Notes May Be Repaid Early Due To An Auction Sale Or The Exercise Of The Optional Purchase Right. If This Happens, Your Yield May Be Affected And You Will Bear Reinvestment Risk		The notes may be repaid before you expect them to be if: ● the servicer exercises its option to purchase all of the trust student loans; or ● the indenture trustee successfully conducts an auction sale. Either event would result in the early retirement of the notes outstanding on that date. If this happens, your yield on the notes may be affected. You will bear the risk that you cannot reinvest the money you receive in comparable notes at an equal yield.

Negative LIBOR Rates Would Reduce The Rate Of Interest On The Notes		The interest rate to be borne by the notes is based on a spread over LIBOR. LIBOR serves as a global benchmark for home mortgages, student loans and what various issuers pay to borrow money. Changes in LIBOR will affect the rate at which the notes accrue interest and the amount of interest payments on the notes. To the extent that LIBOR decreases below 0.00% for any interest accrual period, the rate at which the notes accrue interest for such interest accrual period will be reduced by the amount by which LIBOR is negative; provided that the interest rate on the notes for any interest accrual period will not be less than 0.00%. A negative LIBOR rate could result in the interest rate applied to the notes decreasing to 0.00% for the related interest accrual period.

Your Notes Are Subject To A Call Option		Navient Corporation, or one of its wholly-owned subsidiaries, has the option to call, in full, the class A-7A notes in respect of each reset date, even if you have delivered a hold notice. If this option is exercised, you will receive a payment of principal equal to the outstanding principal balance of your class A-7A notes less all amounts distributed to you as a payment of principal, plus all accrued and unpaid interest on such distribution date. However, you may not be able to reinvest the proceeds you receive in a comparable security with an equivalent yield. For additional information concerning the call option and reset periods, see “Description of the Notes—The Reset Rate Notes” in this free-writing prospectus.

You May Be Required To Continue To Hold Your Notes If A Failed Remarketing Occurs With Respect To A Reset Date		In connection with any remarketing of the class A-7A notes (including on the current reset date), if a failed remarketing is declared, your class A-7A notes will not be sold, even if you attempted to tender them for remarketing or if the notes were mandatorily tendered with respect to such reset date (as will be the case with respect to the class A-7A notes and the October 25, 2017 reset date). In this event you will be required to rely on a sale through the secondary market, which may not then exist for your class A-7A notes, independent of the remarketing process.

		If a failed remarketing is declared with respect to the October 25, 2017 reset date, the class A-7A notes will be reset to bear interest until the next reset date at the failed remarketing rate, which is currently equal to an annual rate of three-month EURIBOR plus 0.55%. We cannot assure you that the failed remarketing rate will be as high as the prevailing market rate of interest for similar securities and you may suffer a loss in yield. For additional information concerning a failed remarketing, see “Description of the Notes—The Reset Rate Notes” in this free-writing prospectus.

You May Experience Notification Delays In Connection With A Remarketing Of Your Notes		Holders of beneficial interests in the class A-7A notes may not receive timely notifications of the reset terms for any reset date due to procedures used by the clearing agencies and financial intermediaries. If you do not receive a copy of the notice delivered on the related remarketing terms determination date, and your reset rate notes are denominated in U.S. Dollars during the then current reset period, you will nevertheless be deemed to have tendered your reset rate notes unless the remarketing agents have received a hold notice from you on or prior to the related notice date.

Risks Relating To Student Loans

You Will Bear Prepayment And Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control		A borrower may prepay a student loan in whole or in part at any time. The rate of prepayments on the trust student loans may be influenced by a variety of economic, social, competitive and other factors, including changes in interest rates, the availability of alternative financings (including, without limitation, refinancings offered through the Department of Education’s Direct Loan program), regulatory changes affecting the student loan market and the general economy. Various loan consolidation programs, including those offered by affiliates of the depositor, available to eligible borrowers may increase the likelihood of prepayments. In addition, the issuing entity may receive unscheduled payments due to borrower defaults and purchases by the servicer or the depositor. Because a pool may include thousands of trust student loans, it is impossible to predict the amount and timing of payments that will be received and paid to noteholders in any period. Consequently, the length of time that your notes are outstanding and accruing interest may be shorter than you expect.

		On the other hand, borrowers of trust student loans might not choose to prepay their trust student loans or the trust student loans may be extended as a result of grace periods, deferment periods, forbearance periods, income-driven repayment plans or repayment term or monthly payment amount modifications agreed to by the servicer in compliance with laws and regulations. This may slow the expected timing of principal payments or lengthen the remaining term of the trust student loans and delay principal payments to you. In addition, the amount available for distribution to you will be reduced if borrowers fail to pay timely the principal and interest due on the trust student loans. Consequently, the length of time that your notes are outstanding and accruing interest may be longer than you expect. The optional purchase right of the servicer and the provision for the auction of the trust student loans, create additional uncertainty regarding the timing of payments to noteholders. The effect of these factors is impossible to predict. To the extent they create reinvestment risk, you will bear that risk.

A Failure To Comply With Student Loan Origination And Servicing Procedures Could Jeopardize Guarantor, Interest Subsidy And Special Allowance Payments On The Trust Student Loans Or Otherwise Have An Adverse Impact On The Trust Student Loans, Which May Result In Delays In Payment Or Losses On Your Notes		The rules under which the trust student loans were originated, including the Higher Education Act or the program rules require lenders making and servicing student loans and the guarantors guaranteeing those loans to follow specified procedures, including due diligence procedures, to ensure that the student loans are properly made, disbursed and serviced. Failure to follow these procedures may result in the Department of Education’s refusal to make reinsurance payments to the applicable guarantor or to make interest subsidy payments and special allowance payments on the trust student loans. Loss of any loan program payments could adversely affect the amount of available funds and the issuing entity’s ability to pay principal and interest on your notes. In addition, to the extent related to servicing practices of Navient Solutions, LLC with respect to FFELP loans, an adverse ruling in litigation against Navient Solutions, LLC may have a material adverse effect on the trust student loans, and the payments on your notes may be adversely affected. See “Navient Corporation” in this free-writing prospectus.

The Inability Of The Depositor Or The Servicer To Meet Its Repurchase Obligation May Result In Losses On Your Notes		Under some circumstances, the issuing entity has the right to require the depositor (and the depositor has the right to require the sellers) or the servicer to purchase a trust student loan or provide the issuing entity with a substitute student loan. This right arises generally if a breach of the representations, warranties or covenants of the depositor or the servicer, as applicable, has a material adverse effect on the issuing entity, and is not cured within the applicable cure period. We cannot guarantee to you, however, that the depositor (and, in turn, the sellers) or the servicer will have the financial resources to make a purchase or substitution. For example, the depositor, the sellers, and the servicer are subsidiaries of Navient Corporation and, as a result, an adverse ruling in litigation against Navient Corporation could also give rise to an obligation of the depositor, the servicer, or a seller to purchase, repurchase, or substitute trust student loans as set forth in the related transaction documents and may have an adverse impact on the financial ability of the depositor, the servicer, or a seller to fulfill their respective obligations to purchase, repurchase or substitute trust student loans. See “Navient Corporation” in this free-writing prospectus. If the depositor, the sellers, or the servicer do not have the financial resources to make a required purchase or substitution, you will bear any resulting loss.

Incentive Programs May Affect Your Notes		At the present time, the borrowers with respect to certain of the trust student loans may be eligible for various incentive programs. In addition, under the terms of the servicing agreement, the servicer may make new incentive programs available to borrowers with trust student loans. See “The Companies’ Student Loan Financing Business—Servicing—Incentive Programs” in this free-writing prospectus. These current or future incentive programs may affect payments on your notes. For example, if one or more of the incentive programs which offer a principal balance reduction to borrowers are made available to borrowers with trust student loans and a higher than anticipated number of borrowers qualify, the principal balance of the affected trust student loans may repay faster than anticipated. Accordingly, your notes may experience faster than anticipated principal payments. Conversely, the existence of these incentive programs may discourage a borrower from prepaying an affected trust student loan. If this were to occur, the principal balance of your notes may be reduced over a longer period than would be the case if there were no such incentive program.

		Furthermore, incentive programs may reduce the amount of funds available to make payments on your notes by reducing the principal balances and yield on the trust student loans. In that case, you will bear the risk of any loss not covered by available credit enhancement.

A Servicer Default May Result In Additional Costs, Increased Servicing Fees By A Substitute Servicer Or A Diminution In Servicing Performance, Any Of Which May Have An Adverse Effect On Your Notes		If a servicer default occurs, the indenture trustee or the noteholders may remove the servicer without the consent of the eligible lender trustee. Only the indenture trustee or such noteholders, and not the eligible lender trustee, has the ability to remove the servicer if a servicer default occurs. In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict: · the ability of the successor servicer to perform the obligations and duties of the servicer under the servicing agreement; or · the servicing fees charged by the successor servicer. In addition, the noteholders have the ability, with some exceptions, to waive defaults by the servicer. Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the trust student loans.

The Indenture Trustee May Have Difficulty Liquidating Trust Student Loans After An Event Of Default		If an event of default occurs under the indenture, the indenture trustee may sell the trust student loans, without the consent of the noteholders (but only in the event that there has been a payment default on the class A notes, and in all other cases, if the purchase price received from the sale of the trust student loans is sufficient to repay all noteholders in full). However, the indenture trustee may not be able to find a purchaser for the trust student loans in a timely manner or the market value of those loans may not be high enough to make noteholders whole.

You May Incur Losses Or Delays In Payments On Your Notes If Borrowers Default On The Trust Student Loans		If a borrower defaults on a trust student loan that is only 98% or 97% guaranteed, the related issuing entity will experience a loss of approximately 2% or 3%, as the case may be, of the outstanding principal and accrued interest on that student loan. If defaults occur on the trust student loans and the credit enhancement described in this free-writing prospectus is insufficient, you may suffer a delay in payment or losses on your notes.

If A Guarantor Of The Trust Student Loans Experiences Financial Deterioration Or Failure, You May Suffer Delays In Payment Or Losses On Your Notes		All of the trust student loans will be unsecured. As a result, the only security for payment of a guaranteed student loan is the guarantee provided by the applicable guarantor. Student loans acquired by the issuing entity may be subject to guarantee agreements with a number of individual guarantors. A deterioration of a guarantor’s financial condition and ability to honor guarantee claims could result in a failure of that guarantor to make guarantee payments to the eligible lender trustee in a timely manner, or at all. The financial condition of a guarantor could be adversely affected by a number of factors, including the amount of claims made against that guarantor as a result of borrower defaults. A guarantor’s financial condition and ability to honor guarantee claims could also be adversely affected by a number of other factors including: · the continued voluntary waiver by the guarantor of the guarantee fee payable by a borrower upon disbursement of a student loan; · the amount of claims made against that guarantor as a result of borrower defaults; · the amount of claims reimbursed to that guarantor from the Department of Education, which range from 75% to 100% of the guaranteed portion of the loan, depending on the date the loan was made and the historical performance of the guarantor; and · changes in legislation that may reduce expenditures from the Department of Education that support federal guarantors or that may require guarantors to pay more of their reserves to the Department of Education. If the financial condition of a guarantor deteriorates, it may fail to make guarantee payments in a timely manner, or at all. In that event, you may suffer delays in payment or losses on your notes.

The Department Of Education’s Failure To Make Reinsurance Payments May Negatively Affect The Timely Payment Of Principal And Interest On Your Notes		If a guarantor is unable to meet its guarantee obligations, the issuing entity may submit claims directly to the Department of Education for payment. The Department of Education’s obligation to pay guarantee claims directly is dependent upon its determination that the guarantor is unable to meet its guarantee obligations. If the Department of Education delays in making this determination, you may suffer a delay in the payment of principal and interest on your notes. In addition, if the Department of Education determines that the guarantor is able to meet its guarantee obligations, the Department of Education will not make guarantee payments to the issuing entity. The Department of Education may or may not make the necessary determination that the guarantor is unable to meet its guarantee obligations. If the Department of Education determines that the guarantor is unable to meet its guarantee obligations, it may or may not make this determination or the ultimate payment of the guarantee claims in a timely manner. This could result in delays or losses on your investment.

Payment Offsets By Guarantors Or The Department Of Education Could Prevent The Issuing Entity From Paying You The Full Amount Of The Principal And Interest Due On Your Notes		The eligible lender trustee may use the same Department of Education lender identification number for FFELP loans of the issuing entity as it uses for other FFELP loans it holds on behalf of other issuing entities established by the sponsor. If it does, the billings submitted by the eligible lender trustee or the servicer to the Department of Education (for items such as special allowance payments or interest subsidy payments) and the claims submitted to the guarantors will be consolidated with the billings and claims for payments for trust student loans under other issuing entities using the same lender identification number. Payments on those billings by the Department of Education as well as claim payments by the applicable guarantors will be made to the eligible lender trustee, or to the servicer on behalf of the eligible lender trustee, in a lump sum. Those payments must be allocated by the administrator among the various issuing entities that reference the same lender identification number. If the Department of Education or a guarantor determines that the eligible lender trustee owes it a liability on any trust student loan, including loans it holds on behalf of the issuing entity for your notes or other issuing entities, the Department of Education or the applicable guarantor may seek to collect that liability by offsetting it against payments due to the eligible lender trustee of the issuing entity. Any offsetting or shortfall of payments due to the eligible lender trustee could adversely affect the amount of available funds for any collection period and thus the issuing entity’s ability to pay you principal and interest on your notes.

		The servicing agreement for your notes contains provisions for cross-indemnification concerning those payments and offsets. Such provisions require one entity to compensate the other or accept a lesser payment to the extent the latter has been assessed for the liability of the former. Even with cross-indemnification provisions, however, the amount of funds available to the issuing entity from indemnification would not necessarily be adequate to compensate the issuing entity and investors in the notes for any previous reduction in the available funds.

The Enactment Of The Health Care And Education Reconciliation Act Of 2010 And Any Other Future Changes In Law May Adversely Affect Student Loans, The Guarantors, The Depositor or Navient CFC And, Accordingly, Adversely Affect Your Notes		On March 30, 2010, the Health Care and Education Reconciliation Act of 2010 (the “Reconciliation Act”) was enacted into law. Effective July 1, 2010, the Reconciliation Act eliminated the FFELP. The terms of existing FFELP loans are not materially affected by the Reconciliation Act. The Higher Education Act or other relevant federal or state laws, rules and regulations may be further amended or modified in the future in a manner, including as part of any reauthorization of the Higher Education Act, that could adversely affect the federal student loan programs as well as the student loans made under these programs and the financial condition of the guarantors. Among other things, the level of guarantee payments may be adjusted from time to time. The elimination of FFELP and any other future changes could affect the ability of Navient CFC, the depositor or the servicer to satisfy their obligations to purchase or substitute student loans. Future changes could also have a material adverse effect on the revenues received by the guarantors that are available to pay claims on defaulted student loans in a timely manner. We cannot predict whether any changes will be adopted or, if adopted, what impact those changes would have on any issuing entity or the notes.

The Use Of Master Promissory Notes May Compromise The Indenture Trustee’s Security Interest In The Student Loans		For loans disbursed on or after July 1, 1999, a master promissory note evidences any student loan made to a borrower under the Federal Family Education Loan Program. When a master promissory note is used, a borrower executes only one promissory note with each lender. Subsequent student loans from that lender are evidenced by a confirmation sent to the student. Therefore, if a lender originates multiple student loans to the same student, all of the related student loans are evidenced by a single promissory note. Under the Higher Education Act, each student loan made under a master promissory note may be sold independently of any other student loan made under that same master promissory note. Each student loan is separately enforceable on the basis of an original or copy of the master promissory note.

		It is possible that student loans transferred to the issuing entity may be originated under a master promissory note. If the servicer were to deliver a copy of the master promissory note, in exchange for value, to a third-party that did not have knowledge of the indenture trustee’s lien, that third-party may also claim an interest in the student loan. It is possible that the third-party’s interest could be prior to or on parity with the interest of the indenture trustee.

The Trust May Be Affected By Delayed Payments From Borrowers Called To Active Military Service		The Higher Education Act, the Servicemembers Civil Relief Act and similar state and local laws provide payment relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their trust student loans. Recent and ongoing military operations by the United States have increased the number of citizens who are in active military service, including persons in reserve status who have been called or may be called to active duty. The Servicemembers Civil Relief Act also limits the ability of a lender in the FFELP to take legal action against a borrower during the borrower’s period of active duty and, in some cases, during an additional period thereafter. We do not know how many trust student loans have been or may be affected by the application of these laws. As a result, there may be unanticipated delays in payment and losses on the trust student loans.

Certain Credit And Liquidity Enhancement Features Are Limited And If They Are Partially Or Fully Depleted, There May Be Shortfalls In Distributions To Noteholders		Certain credit and liquidity enhancement features, including the reserve account, are limited in amount. In certain circumstances, if there is a shortfall in available funds, such amounts may be partially or fully depleted. This depletion could result in shortfalls and delays in distributions to noteholders.

The Notes May Be Assigned Lower Ratings Than Those Described In This Free-Writing Prospectus By Different Rating Agencies		The sponsor, or an affiliate, paid a fee to two or more NRSROs (the “Rating Agencies”) to assign the initial credit ratings to the notes on or before the closing date. The SEC has said that being paid by the sponsor, issuer or initial purchaser to issue or maintain a credit rating on asset-backed securities creates a conflict of interest for NRSROs, and that this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to such NRSROs.

		The sponsor has not requested a rating of the notes by any NRSRO other than the Rating Agencies. However, other NRSROs may assign their own ratings to any class or classes of notes at any time. NRSROs have different methodologies, criteria, models and requirements, which may result in ratings that are lower than those assigned by the Rating Agencies. Depending upon the level of the ratings assigned, what NRSROs are involved, what their stated reasons are for assigning a lower rating, and other factors, if a NRSRO issues a lower rating, the liquidity, market value and regulatory characteristics of the particular class or classes of notes could be materially and adversely affected. In addition, the mere possibility that such a rating could be issued may affect price levels in any secondary market that may develop.

Risks Relating To Swap Agreements

In The Event Of An Early Termination Of An Interest Rate Swap Agreement Due To Certain Swap Termination Events, The Trust May Be Required To Make A Large Termination Payment To The Related Swap Counterparty		For any reset period where a class of reset rate notes bears interest at a fixed rate, the trust has entered into or will be required to enter into one or more interest rate swap agreements. For any reset period where a class of reset rate notes bears interest based on an index other than LIBOR or a commercial paper rate (including the initial reset period with respect to the class A-7A notes), the trust may, at the option of the remarketing agents, in consultation with the administrator, enter into one or more interest rate swap agreements. However, if a termination event under an interest rate swap agreement occurs during the related reset period and the trust owes the related swap counterparty a large swap termination payment that is required to be paid pari passu with interest due to the class A notes, the trust may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal to the related noteholders, and the holders of all classes of notes may suffer a loss.

Your Notes Will Have Greater Risk If An Interest Rate Swap Agreement Terminates		The trust will be required on future reset dates to enter into interest rate swap agreements with one or more eligible swap counterparties for any reset period where a class of reset rate notes bears interest at a fixed rate. In addition, for any reset period where a class of reset rate notes is denominated in Euros and bears interest based on an index other than LIBOR or a commercial paper rate, the trust may at the option of the remarketing agents, in consultation with the administrator, enter into one or more interest rate swap agreements. If on any distribution date a payment is due to the trust under an interest rate swap agreement, the related swap counterparty defaults and the administrator is unable to arrange for a replacement interest rate swap agreement, the related class of reset rate notes will remain entitled to the established rate of interest until the next related reset date even though the related interest rate swap agreement has terminated. In this event, the trust may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal to all classes of notes and you may suffer a loss.

Your Notes Will Have Greater Risk If The Currency Swap Agreement Terminates

On the closing date, the trust entered into a currency swap agreement with respect to the class A-7A notes during the initial reset period, and for any reset period where the class A-7A notes are reset to pay in a non-U.S. Dollar currency, the trust will enter into an additional currency swap agreement with eligible swap counterparties to hedge against currency exchange and basis risks. The currency swap agreement is intended to convert:

· principal payments on the class A-7A notes from U.S. Dollars to Euros;

· the interest rate on the class A-7A notes from a LIBOR-based rate to a fixed or floating rate payable in Euros; and

· secondary market proceeds from a successful remarketing (or proceeds from an exercise of the related call option) on the applicable reset date to Euros.

The class A-7A currency swap agreement may terminate in the event, among other events, that either:

· the trust (but only to the extent that the trust had sufficient funds available to make the payment) or the class A-7A swap counterparty defaults in making a required payment within three business days of the date that payment was due; or

· the class A-7A swap counterparty fails, within 30 calendar days of the date on which the credit ratings of the class A-7A swap counterparty fall below the required ratings, to:

· obtain a replacement currency swap agreement with substantially similar terms;

· obtain a rating affirmation on the class A-7A notes; or

· post collateral in accordance with a collateral agreement between the parties or establish another arrangement satisfactory to the applicable rating agencies.

		Upon an early termination of the class A-7A currency swap agreement, you cannot be certain that the trust will be able to enter into a substitute currency swap agreement with similar currency exchange terms. If the trust is not able to enter into a substitute currency swap agreement, there can be no assurance that the amount of credit enhancement will be sufficient to cover the currency risk and the basis risk associated with the class A-7A notes being denominated in a non-U.S. Dollar currency. In addition, the trust may owe the class A-7A swap counterparty swap termination payments. In this event, there can be no assurance that the amount of credit enhancement will be sufficient to cover the swap termination payments and payments due on the class A-7A notes and you may suffer loss. If the class A-7A currency swap counterparty fails to perform its obligations or if the class A-7A currency swap agreement is terminated, the trust will have to exchange U.S. Dollars for Euros with respect to the class A-7A notes during the applicable reset period at an exchange rate that may not provide sufficient amounts to make payments of principal and interest to all of the notes in full (including as a result of the inability to exchange U.S. Dollar amounts then on deposit in the accumulation account for the applicable currency). Moreover, there can be no assurance that the spread between LIBOR and EURIBOR will not widen. As a result, if the class A-7A currency swap agreement is terminated and the trust is not able to enter into a substitute currency swap agreement, the class A-7A notes bear the resulting currency risk and spread risk.

If Investments In the Accumulation Account Do Not Perform As Anticipated, Your Notes May Be Downgraded Or You May Suffer A Loss		During any reset period when a class of reset rate notes is structured not to receive a payment of principal until the end of the related reset period (generally, whenever such class bears a fixed rate of interest), the administrator, on behalf of the trust, will invest any funds on deposit in the accumulation account in eligible investments (which may include asset-backed securities and/or repurchase obligations with respect to federally guaranteed student loans that are serviced by the servicer or an affiliate thereof) that satisfy the applicable minimum rating requirements set by the rating agencies and have an expected maturity at least one business day before the next reset date for such class of reset rate notes. There can be no assurance that these investments will not default or that they will always retain their initial ratings. Any downgrade in these investments would also likely reduce the market value of such investments. In this event, if the administrator were to have the trust sell such investments prior to their maturity, whether to minimize potential future losses or for any other reason, or if the indenture trustee were to liquidate such investments following an event of default and an acceleration of your notes, you may suffer a loss. Furthermore, there is no certainty that such investments will pay interest and principal at the rates, at the times or in the full amounts owed. As a result, it is possible that, absent sufficient cash flow from the other assets of the trust to offset these losses, you could suffer a loss on your investment.

DEFINED TERMS

In later sections, we use a few terms that we define in the Glossary at the end of this free-writing prospectus. These terms appear in bold face when they are first used and in initial capital letters in all cases.

CURRENCY PRESENTATION

In this free-writing prospectus, references to “U.S. Dollars” and “U.S. $” are references to U.S. currency and references to “Euros” and “€” are references to the currency of the participating member states of the European Union. Any translations of U.S. Dollars into Euros with respect to the class A-7A notes during their current reset period have been made using an exchange rate of $1.1950 = €1.00. Use of such rates is not a representation that U.S. Dollar amounts actually represent such Euro amounts or could be converted into Euros at that rate.

THE TRUST

General

SLM Student Loan Trust 2005-9 (the “trust”) is a Delaware statutory trust formed under, and is currently operating pursuant to, a trust agreement dated as of October 25, 2005 between the depositor and the eligible lender trustee, as amended and restated by an amended and restated trust agreement dated as of November 15, 2005, among the depositor, the eligible lender trustee and the indenture trustee. We refer to the short-form trust agreement and the amended and restated trust agreement together as the “trust agreement.”

The trust has not engaged and will not engage in any activity other than:

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

issuing the notes;

making payments on the notes;

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

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

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

Other than issuing the notes, the trust is not permitted to borrow money or make loans to other persons. The permitted activities of the trust may be amended only with the consent of a majority of the noteholders voting separately; however, the trust agreement may be modified without noteholder consent if an opinion of counsel is provided to the effect that such proposed revisions would not adversely affect in any material respect the interests of any noteholder whose written consent has not been obtained.

The trust was initially capitalized with nominal equity of $100, excluding amounts that were deposited into the reserve account, the capitalized interest account, the supplemental purchase account, the add-on consolidation loan account and the collection account by the trust on the closing date. The proceeds from the original sale of the notes were used by the eligible lender trustee to make the initial deposits into the reserve account, the capitalized interest account, the supplemental purchase account, the add-on consolidation loan account and the collection account, and to purchase, on behalf of the trust, the initial trust student loans. The trust purchased the initial trust student loans from the depositor under a sale agreement dated as of November 15, 2005, among the depositor, the trust and the eligible lender trustee. The depositor used the net proceeds it received from the sale of the initial trust student loans to pay the sellers the respective purchase prices for the initial trust student loans acquired from them under the purchase agreements dated November 15, 2005. See “Use of Proceeds” in this free-writing prospectus for more information. In the event of a breach of a representation or warranty regarding any trust student loan, the depositor will have the right to require the related seller to cure the breach, repurchase or substitute with respect to each such deficient trust student loan.

The property of the trust consists of:

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

all funds collected on the trust student loans, including any special allowance payments, interest subsidy payments and any guarantor or Department of Education payments, received on or after on or after the original cutoff date;

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

its rights under any swap agreement entered into from time to time with respect to the reset rate notes (including, until a successful remarketing occurs with respect to the class A-7A notes, the initial class A-7A currency swap agreement) and the related documents;

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

its rights under the guarantee agreements with guarantors.

The trust and its assets (other than the trust student loans) are administered by the administrator pursuant to the administration agreement. The servicer is responsible for the servicing and administration of the trust student loans pursuant to the servicing agreement. See “Servicing and Administration” in this free‑writing prospectus.

The trust does not and will not own any other assets. The fiscal year of the trust is a calendar year.

The notes represent indebtedness of the trust secured by its assets. The excess distribution certificate represents the beneficial ownership interest of the trust, which is a Delaware statutory trust and a separate legal person under Delaware law. To facilitate servicing and to minimize administrative burden and expense, the servicer retains possession of the promissory notes and other documents related to the student loans as custodian for the trust and the eligible lender trustee.

The sections “Transfer Agreements,” “Servicing and Administration” and “Summary of Note Terms—All Notes” in this free-writing prospectus contain descriptions of the material provisions of the transaction agreements.

The notes are secured by the property of the trust. The collection account, the reserve account, any accumulation account, any supplemental interest account, any investment premium purchase account, any investment reserve account and any currency accounts will be maintained in the name of the indenture trustee for the benefit of the noteholders. The remarketing fee account will be maintained in the name of the indenture trustee for the benefit of the remarketing agents and the class A noteholders. To facilitate servicing and to minimize administrative burden and expense, the servicer will act as custodian of the promissory notes representing the trust student loans and other related documents.

The trust’s principal offices are in New York, New York, in care of Deutsche Bank Trust Company Americas, as successor eligible lender trustee, at its address shown below under “—Eligible Lender Trustee”.

Capitalization of the Trust

The following table illustrates the capitalization of the trust as of the July 2017 distribution date (using an exchange rate of $1.1950 = €1.00 with respect to the class A-7A notes):

Floating Rate Class A‑1 Student Loan‑Backed Notes	$	0.00
Floating Rate Class A‑2 Student Loan‑Backed Notes		0.00
Floating Rate Class A‑3 Student Loan‑Backed Notes		0.00
Floating Rate Class A-4 Student Loan‑Backed Notes		0.00
Floating Rate Class A‑5 Student Loan‑Backed Notes		0.00
Reset Rate Class A‑6 Student Loan‑Backed Notes		169,703,666.49
Reset Rate Class A‑7A Student Loan‑Backed Notes		597,500,000.00
Floating Rate Class A‑7B Student Loan‑Backed Notes		380,000,000.00
Floating Rate Class B Student Loan‑Backed Notes		55,301,120.79
Initial Equity		100.00
Total	$	1,202,504,887.28

Eligible Lender Trustee

The successor eligible lender trustee is Deutsche Bank Trust Company Americas (“DBTCA”). DBTCA is a banking corporation organized under the laws of the State of New York. Its address is 60 Wall Street, 16th floor, Mailstop NYC60-1625, New York, New York 10005. DBTCA has been, and currently is, serving as eligible lender trustee for numerous securitization transactions and programs involving pools of student loan receivables.

DBTCA has provided the information in the prior paragraph. Other than the prior paragraph, DBTCA has not participated in the preparation of, and is not responsible for, any other information contained in this free-writing prospectus.

The initial eligible lender trustee was Chase Manhattan Bank USA, National Association until its responsibilities were assigned to The Bank of New York Mellon Trust Company, National Association (“BNYMTC”) in 2007. Effective as of May 15, 2012, BNYMTC resigned from such capacity, and DBTCA was assigned such capacity.

The eligible lender trustee holds on behalf of the trust legal title to all the trust student loans acquired under the sale agreement. The eligible lender trustee, on behalf of the trust, has entered into separate guarantee agreements with each of the guaranty agencies described in this free-writing prospectus with respect to the trust student loans. The eligible lender trustee qualifies as an eligible lender and the holder of the trust student loans for all purposes under the Higher Education Act and the guarantee agreements. Failure of the trust student loans to be owned by an eligible lender would result in the loss of guarantor and Department of Education payments on the trust student loans. See “Appendix A—Federal Family Education Loan Program—Eligible Lenders, Students and Educational Institutions” in this free-writing prospectus.

The eligible lender trustee acts on behalf of the excess distribution certificateholder and represents and exercises the rights and interests of the excess distribution certificateholder under the trust agreement. Except as specifically delegated to the administrator in the administration agreement, the eligible lender trustee will also execute and deliver all agreements required to be entered into on behalf of the trust.

The liability of the eligible lender trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement and sale agreement. The eligible lender trustee is not personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence. The eligible lender trustee is entitled to be indemnified by the administrator for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents (including any supplemental indenture and/or amended administration agreement). See “Description of the Notes,” “Transfer Agreements” and “Servicing and Administration” in this free-writing prospectus. Affiliates of the depositor maintain banking relations with the eligible lender trustee.

The eligible lender trustee may resign at any time. The administrator may also remove the eligible lender trustee if it becomes insolvent or ceases to be eligible to continue as eligible lender trustee. In the event of such a resignation or removal, the administrator will appoint a successor. The resignation or removal of the eligible lender trustee and the appointment of a successor will become effective only when a successor accepts its appointment. To the extent expenses incurred in connection with the replacement of the eligible lender trustee are not paid by the successor trustee, the depositor will be responsible for the payment of such expenses.

Delaware Trustee

BNY Mellon Trust of Delaware is the Delaware trustee under the trust agreement. The Delaware trustee acts in the capacities required for a Delaware trust under the Delaware Statutory Trust Act. BNY Mellon Trust of Delaware is a Delaware banking corporation with its principal place of business located at 100 White Clay Center, Suite 102, Newark, Delaware 19711. BNY Mellon Trust of Delaware has and is currently serving as Delaware trustee for numerous securitization transactions and programs involving pools of student loan receivables.

BNY Mellon Trust of Delaware has provided the information in the prior paragraph. Other than the prior paragraph, BNY Mellon Trust of Delaware has not participated in the preparation of, and is not responsible for, any other information contained in this free-writing prospectus.

The liability of the Delaware trustee in connection with the issuance and sale of the notes will consist solely of the express obligations specified in the trust agreement. The Delaware trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence. The Delaware trustee will be entitled to be indemnified by the administrator (at the direction of the depositor) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the trust agreement. See “Description of the Notes,” “Transfer Agreements” and “Servicing and Administration” in this free-writing prospectus. The depositor and its affiliates maintain banking relations with the Delaware trustee and/or its affiliates.

The Delaware trustee may resign at any time. The administrator may also remove the Delaware trustee if it becomes insolvent or ceases to be eligible to continue as Delaware trustee. In the event of such a resignation or removal, the administrator will appoint a successor. The resignation or removal of the Delaware trustee and the appointment of a successor will become effective only when a successor accepts its appointment. To the extent expenses incurred in connection with the replacement of the Delaware trustee are not paid by the successor trustee, the depositor will be responsible for the payment of such expenses.

Indenture Trustee and Paying Agent

The trust issued the notes under an indenture dated as of November 1, 2005. Under the indenture, Deutsche Bank Trust Company Americas was the initial indenture trustee for the benefit of and to protect the interests of the noteholders and acts as paying agent for the notes. Deutsche Bank National Trust Company, a national banking association, is the successor indenture trustee. Its address is 100 Plaza One, Jersey City, New Jersey 07311. Deutsche Bank National Trust Company has acted as indenture trustee on numerous asset-backed securities transactions involving pools of student loans, and has worked with its affiliate Deutsche Bank Trust Company Americas in connection with numerous asset-backed securities transactions involving federally-insured and private credit student loans that were sponsored by Navient Solutions, LLC.

Affiliates of the depositor maintain customary banking relations on arms-length terms with the indenture trustee.

The indenture trustee acts on behalf of the noteholders and represents their interests in the exercise of their rights under the indenture subject to the limitations set forth in the indenture.

The indenture trustee may resign at any time, in which event the trust must appoint a successor. The trust or noteholders of at least a majority of the outstanding amount of the notes, as the case may be, may also remove any indenture trustee that ceases to be eligible to continue as a trustee under the indenture or if the indenture trustee becomes insolvent. In those circumstances, trust must appoint a successor trustee. Any resignation or removal of the indenture trustee will become effective only when the successor indenture trustee has accepted its appointment. To the extent expenses incurred in connection with the replacement of an indenture trustee are not paid by the indenture trustee that is being replaced, the depositor will be responsible for the payment of such expenses.

To the extent expenses incurred in connection with the replacement of an indenture trustee are not paid by the indenture trustee that is being replaced, the depositor will be responsible for the payment of such expenses.

The indenture trustee will not be personally liable for any actions or omissions that were not the result of its own bad faith, willful misconduct or negligence. The indenture trustee is entitled to be indemnified by the administrator (at the direction of the trust) for any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the performance of its duties under the indenture and the other transaction documents. Upon the occurrence of an event of default, and in the event the administrator fails to reimburse the indenture trustee, the indenture trustee is entitled to receive all such amounts owed from cashflow on the trust student loans prior to any amounts being distributed to the noteholders.

AFFILIATIONS AND RELATIONS

Navient Funding, LLC, as depositor, is a wholly-owned subsidiary of Navient Credit Finance Corporation and is an affiliate of Navient Solutions, LLC, the sponsor, servicer and administrator. Navient Solutions, LLC and Navient Credit Finance Corporation are each a wholly owned subsidiary of Navient Corporation.

None of the depositor, sponsor, the issuing entity or any of their affiliates have (and have not within the past two years) entered into any business relationship, agreement, arrangement, transaction or understanding with the remarketing agent, eligible lender trustee or indenture trustee, that would be material to an investor's understanding of the notes and that is outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party.

THE DEPOSITOR

Navient Funding, LLC (referred to herein as “Navient Funding”) is the depositor. Navient Credit Finance Corporation, which together with its successors in interest we sometimes refer to as Navient CFC in this free-writing prospectus, is the sole member of Navient Funding. It became the sole member of the depositor on June 29, 2004. Prior to that date, the Student Loan Marketing Association, which was liquidated on December 29, 2004, was the depositor’s sole member. The depositor was incorporated in Delaware as SLM Funding Corporation on July 25, 1995, was converted to a limited liability company on December 31, 2002 and changed its name to Navient Funding, LLC on May 2, 2014.

The depositor has only limited purposes, which include purchasing student loans from Navient CFC, transferring the student loans to the trusts and other incidental and related activities. Its principal executive offices are at 2001 Edmund Halley Drive, Reston, Virginia 20191. Its telephone number is (703) 810-3000.

The depositor has been created as a separate, limited-purpose subsidiary with its own limited liability company identity. The depositor’s operating agreement contains limitations including:

• restrictions on the nature of its business; and

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

Among other things, the depositor will maintain its separate limited liability company identity by:

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

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

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

Each transaction agreement also contains “non-petition” covenants to prevent the commencement of any bankruptcy or insolvency proceedings against the depositor and/or the issuing entity, as applicable, by any of the transaction parties or by the noteholders.

The transactions described in this free-writing prospectus were structured to assure that each transfer of the student loans by its sole member or the sellers to the depositor and by the depositor to the trust constituted a “true sale” of the student loans. If the transfer constituted a “true sale,” the student loans and related proceeds would not be property of the sellers or the depositor should any of them become subject to any insolvency law. Although each of the sellers, the depositor and the trust expressed its intent to treat the conveyance of the trust student loans as a sale, each of the sellers and the depositor also granted to its transferee a backup security interest in the trust student loans. This security interest is intended to protect the interests of the noteholders if a bankruptcy court were to characterize a seller’s or the depositor’s transfer of the loans as a borrowing by such seller or the depositor secured by a pledge of the trust student loans. In the event that a bankruptcy court did characterize the transaction as a borrowing by a seller or the depositor, that borrowing would be secured by the trust student loans in which such seller or the depositor granted a security interest to the eligible lender trustee. Each seller and the depositor have agreed to take those actions that are necessary to maintain the security interest granted to the eligible lender trustee as a first priority, perfected security interest in the trust student loans, including the filing of Uniform Commercial Code financing statements, if necessary.

Upon the issuance of notes, the depositor received the advice of counsel that, subject to various facts, assumptions and qualifications, the transfer of the student loans by the sellers to the depositor and by the depositor to the trust would be characterized as “true sales” and the student loans and related proceeds would not be property of the sellers or the depositor under the insolvency laws.

Each of the sellers and the depositor also represented and warranted that each sale of trust student loans by it was a valid sale of those loans. In addition, the depositor, the eligible lender trustee and the trust treated the conveyance of the trust student loans as a sale for all purposes other than accounting and tax purposes. The depositor and each seller will take all actions that are required so the eligible lender trustee, will be treated as the legal owner of the trust student loans.

The depositor’s obligations after issuance of the notes included the sale of additional trust student loans to the trust to be purchased with amounts on deposit in the supplemental purchase account and/or the delivery of certain related documents and instruments, repurchasing or substituting trust student loans in the event of certain breaches of representations or warranties made by the depositor, providing tax-related information to the eligible lender trustee and maintaining the indenture trustee’s first priority perfected security interest in, or the trust’s (and eligible lender trustee’s) ownership of, the assets of the trust.

NAVIENT CORPORATION

Effective April 30, 2014, pursuant to a plan approved by its board of directors, SLM Corporation (“Legacy SLM”), effected the strategic separation of its loan management, servicing and asset recovery business, now known as Navient Corporation (“Navient”), from its consumer banking business (referred to as “Sallie Mae Bank”). Sallie Mae Bank continues to operate under the Sallie Mae brand.

Navient began trading on the NASDAQ under ticker symbol “NAVI” on May 1, 2014. Navient is an independent company, and Sallie Mae retains a de minimis interest in Navient. Sallie Mae and Navient have entered into a separation and distribution agreement and various other agreements related to the spin-off and the post spin-off relationship of the two companies.

Navient’s education loan management business includes Legacy SLM’s portfolios of FFELP loans (other than any FFELP loans held by Sallie Mae Bank at the time of separation) and certain existing private education loans (all originated by Navient affiliates or Sallie Mae Bank with respect to loans originated on or before April 30, 2014), other interest-earning assets, an education loan servicing platform that services FFELP and private education loans, including the FFELP and private education loans to be owned by each issuing entity and loans held by third parties, and related collection activities on those loans. The sellers, the depositor, the servicer, the administrator and each issuing entity associated with Legacy SLM’s securitization program have remained subsidiaries of Navient. The servicer while remaining a subsidiary of Navient has contributed some of its former assets and liabilities associated with its private education loan servicing business to a subsidiary of Sallie Mae Bank.

During the first quarter of 2016, Navient Corporation, certain Navient officers and directors, and the underwriters of certain Navient securities offerings (including certain of the initial purchasers) were sued in three putative securities class action lawsuits filed on behalf of certain investors in Navient stock or Navient unsecured debt. These three cases, which were filed in the U.S. District Court for the District of Delaware, were consolidated by the District Court, with Lord Abbett Funds appointed as Lead Plaintiff. The caption of the consolidated case is Lord Abbett Affiliated Fund, Inc., et al. v. Navient Corporation, et al. The plaintiffs filed their amended and consolidated complaint in September 2016. The Court ruled on Navient’s Motion to Dismiss on September 6, 2017 and dismissed the complaint in its entirety without prejudice. If the plaintiffs file a further amended and restated complaint, the Navient defendants intend to vigorously defend against the allegations. At this stage in the proceedings, Navient is unable to anticipate the timing of resolution or the ultimate impact, if any, that the legal proceedings may have on the consolidated financial position, liquidity, results of operations or cash-flows of Navient and its affiliates.

On January 18, 2017, the Consumer Financial Protection Bureau (the “CFPB”) and the Offices of the Attorneys General for the State of Illinois and the State of Washington (collectively, the “Attorneys General”) initiated civil actions naming Navient and several of its subsidiaries (including Navient Solutions) as defendants alleging violations of Federal and state consumer protection statutes, including the Consumer Financial Protection Act of 2010, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and various State consumer protection laws. In these actions, the CFPB and the Attorneys General seek legal and equitable relief, including, without limitation, injunctions, rescission or reformation of loan contracts, refunds of moneys paid, restitution, disgorgement and civil money penalties. These civil actions are related to various Civil Investigative Demands that were previously issued by the CFPB and the Attorneys General beginning in December 2013 and thereafter which have been disclosed previously in Navient’s filings with the SEC. In addition to these matters, a number of lawsuits have been or may be filed by governmental or nongovernmental entities, including other state attorneys general or private litigants, seeking damages or other remedies related to the issues raised by the CFPB and the Attorneys General. One such lawsuit was filed on October 5, 2017 by the Attorney General of the Commonwealth of Pennsylvania, naming Navient and Navient Solutions as defendants alleging claims and seeking legal and equitable relief that are substantially identical to the claims made and relief sought by the CFPB and other Attorneys General. Navient filed its Motion to Dismiss on March 20, 2017, with respect to the Attorneys General actions and on March 24, 2017, with respect to the CFPB action. In April 2017, the CFPB filed their response to Navient’s Motion to Dismiss and in May 2017, Navient filed its response. A hearing on Navient’s Motion to Dismiss occurred on June 27, 2017. The Motion to Dismiss was denied on August 4, 2017. On May 24, 2017, the Attorney General for the State of Washington filed its response to Navient’s Motion to Dismiss and on July 5, 2017, Navient filed its response. The Motion to Dismiss was denied on July 10, 2017, after a hearing. On May 24, 2017, the Attorney General for the State of Illinois filed its response to Navient’s Motion to Dismiss and on June 30, 2017, Navient filed its response. A hearing on the Motion to Dismiss was held on July 18, 2017.

As stated in its press releases dated January 18, 2017 and October 5, 2017, Navient intends to vigorously defend itself against the allegations included in these lawsuits and any subsequent lawsuits that may be filed by governmental or nongovernmental entities, including other state attorneys general or private litigants, seeking similar damages and remedies. At this point in time, Navient is unable to anticipate the timing of a resolution or the ultimate impact that these legal proceedings may have on Navient’s consolidated financial position, liquidity, results of operation or cash flows. It is possible that an adverse ruling or rulings may have a material adverse impact on Navient, Navient Solutions and/or their affiliates or on the financial ability of the depositor, the servicer or a seller to fulfill an obligation to purchase or repurchase trust student loans in connection with a breach of representation, warranty or covenant as more fully described in this free-writing prospectus. It is also possible that an adverse ruling or rulings on claims made by the CFPB and Attorneys General in their complaints against Navient or its affiliates may have a material adverse effect on the trust student loans. In either case, the payments on your notes may be adversely affected.

THE SPONSOR, SERVICER AND ADMINISTRATOR

Navient Solutions, LLC acts as the sponsor of Navient’s student loan securitization program. Navient Solutions, LLC, which together with its successors in interest we sometimes refer to as Navient Solutions in this free-writing prospectus, is a wholly owned subsidiary of Navient and acts as the principal management company for most of Navient’s business activities. Navient Solutions’ servicing division manages and operates the loan servicing functions for Navient and its affiliates. Navient Solutions acts as administrator for trust sponsored by the depositor and its affiliates. As administrator, Navient Solutions may delegate or subcontract its duties as administrator, but no delegation or subcontract will relieve Navient Solutions of its liability under the administration agreement. Effective as of December 31, 2003, Sallie Mae, Inc. merged with Sallie Mae Servicing L.P. Sallie Mae, Inc. was the surviving entity and succeeded to all of the rights and obligations of Sallie Mae Servicing L.P. Sallie Mae, Inc. changed its name to Navient Solutions, Inc. on May 1, 2014. Effective as of January 31, 2017, Navient Solutions, Inc. became a Delaware limited liability company and changed its name to Navient Solutions, LLC. Navient Solutions is a Delaware limited liability company and its principal executive offices are at 2001 Edmund Halley Drive, Reston, Virginia 20191. Its telephone number is (703) 810-3000.

Navient Solutions is an affiliate of Navient Corporation, the depositor and each seller. For information on Navient Corporation, including recent developments, see “Navient Corporation” in this free-writing prospectus.

Navient Solutions services the vast majority of student loans owned by Navient and its affiliates. Its loan servicing centers are located in Indiana and Pennsylvania. As servicer, Navient Solutions may delegate or subcontract its duties as servicer, but no delegation or subcontract will relieve Navient Solutions of its liability under the servicing agreement.

Navient Solutions (in its various forms) has serviced student loans for over 20 years. Navient Solutions itself, and as the assignee of the Student Loan Marketing Association (sometimes referred to as “SLMA”), has been the sponsor of Legacy SLM’s securitization program since it sponsored its first student loan securitization in 1995, called Sallie Mae Student Loan Trust 1995-1.

As of March 31, 2017, Navient Solutions (on behalf of Navient, Legacy SLM and SLMA) has sponsored approximately 172 student loan securitizations involving approximately 134 FFELP student loan transactions and approximately 38 private education loan transactions.

Navient Solutions owns no loans. As the sponsor and administrator of the company’s student loan securitization program, Navient Solutions selects portfolios of loans from loans owned by its affiliates for sale to the trust. Navient Solutions is also chiefly responsible for structuring each transaction.

Navient is also the largest holder, servicer and collector of loans made under the discontinued FFELP. Navient and its subsidiaries serve, as of March 31, 2017, more than 12 million customers through Navient’s and its subsidiaries’ ownership and management of approximately $107.9 billion of student loans, of which approximately $85.3 billion, or approximately 79%, are federally insured. Navient Solutions is also the nation’s largest servicer of student loans, managing or servicing a portfolio of more than $300 billion, as of March 31, 2017.

In addition to federal loan programs, which have statutory limits on annual and total borrowing, Navient Solutions and its affiliates (prior to their separation from Sallie Mae Bank) sponsored a variety of private education loan programs and purchased loans made under such programs to bridge the gap between the cost of education and a student’s resources. Navient and its subsidiaries (including Sallie Mae Bank when it was a part of Legacy SLM) originated such private education loans which are not federally guaranteed. Most of these higher education private education loans were made in conjunction with a FFELP Stafford loan, in which case they were marketed to schools through the same marketing channels as FFELP loans by the same sales force. In 2004, Navient Solutions expanded its direct-to-consumer loan marketing channel with its Tuition Answer(SM) loan program where Navient Solutions’ affiliates originated and purchased loans outside of the traditional financial aid process. Navient Solutions’ affiliates also originated and purchased alternative private education loans, which are marketed by a subsidiary of Navient to technical and trade schools, tutorial and learning centers, and private kindergarten through secondary education schools. These loans were primarily made at schools not eligible for Title IV loans. In 2006, Navient Solutions began to sponsor a private credit consolidation loan program under which certain Navient Solutions affiliates and their lender partners made new loans available to borrowers to combine two or more existing loans into a single loan.

Currently neither Navient Solutions nor its affiliates originate any private education loans, but Navient affiliates retain ownership of a significant portfolio of such loans (both for their own accounts and indirectly through the residual ownership of the issuing entities from transactions sponsored by Navient Solutions) that were originated by Legacy SLM affiliates (including Sallie Mae Bank) prior to the corporate separation.

THE SELLERS

Navient Credit Finance Corporation. Navient Credit Finance Corporation is a wholly-owned subsidiary of Navient. We sometimes refer to Navient Credit Finance Corporation, together with its successors in interest, as Navient CFC. Navient CFC was formed on July 27, 1999. It changed its name to Navient Credit Finance Corporation on May 2, 2014. Navient CFC purchases Stafford Loans, SLS Loans, PLUS Loans, consolidation loans and/or other types of federally guaranteed student loans originated by its affiliates or third parties under FFELP described in “Appendix A—Federal Family Education Loan Program” to this free-writing prospectus. It may also purchase loans that are not originated under FFELP, including, but not limited to, Health Education Assistance Loan Program loans (referred to as “HEAL Loans”), which the Department of Education insures directly, and other private education loans programs which are not reinsured by the federal government.

VG Funding is a limited liability company whose sole member is Navient CFC. It was formed in Delaware on February 3, 2000. VG Funding is a limited purpose, bankruptcy remote entity formed to purchase education loans, whether originated under the FFELP loan program or other private credit loan programs, for re-sale in various securitization transactions. Navient Solutions, LLC services all loans owned by VG Funding. Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), acts as successor interim eligible lender trustee on behalf of VG Funding.

Navient Solutions, LLC services all loans owned by the sellers that may be sold to the trust.

Third-Party Originators. The identity of the actual originator of any particular student loan is not material. In addition, to the extent FFELP loans are purchased in secondary market transactions the identities of the related originators are often not available.

Further, disclosure about separate originators of particular pool asset(s) will not enhance or increase an investor’s ability to assess the risks of these pool assets. All FFELP loans benefit from reinsurance by the U.S. Government and this guarantee is the material provision for reviewing the investor’s risk of loss of principal with respect to these assets. Unlike products without such U.S. Government reinsurance, the credit quality of the originator will not materially affect the likelihood of FFELP loan non-payment. Moreover, the presence of reinsurance by the U.S. Government is not affected by the credit quality of the third party originator. Therefore, no disclosure about any such third-party originator is included herein.

USE OF PROCEEDS

A successful remarketing of the class A-7A notes will not result in any proceeds to the trust. Rather all proceeds from the remarketing will be used to purchase tendered class A-7A notes from existing class A-7A noteholders at par.

The trust used the original net proceeds from the sale of the notes to make the initial deposits into the reserve account, the supplemental purchase account, the add-on consolidation loan account, the collection account and the capitalized interest account and to purchase the initial trust student loans from the depositor on the closing date under the sale agreement. The depositor then used the proceeds paid to the depositor by the trust to pay to the sellers the respective purchase prices for the initial trust student loans purchased by the depositor.

THE TRUST STUDENT LOAN POOL

General

On November 15, 2005, the closing date, the initial eligible lender trustee, on behalf of the trust, purchased the pool of initial trust student loans from the depositor. The information about the trust student loans was originally calculated and presented as of October 24, 2005, the statistical cutoff date.

Eligible Trust Student Loans

The trust student loans were originally selected from the portfolio of consolidation student loans owned by Navient CFC, VG Funding or one of their affiliates by employing several criteria, including requirements that each trust student loan as of the statistical cutoff date (and with respect to each additional trust student loan, as of its related subsequent cutoff date, to be specified at the time of its sale to the trust):

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

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

was fully disbursed;

was not more than 210 days past due; and

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

No trust student loan was, as of the applicable cutoff date, or will be, subject to any prior obligation to sell that loan to a third party.

The addition of add-on consolidation loans utilizing funds on deposit in the add-on consolidation loan account was not a sale of new loans to the trust; rather, each such addition merely served to increase the principal balance of the applicable existing trust student loan and, in the event of a breach of any representation or warranty, the applicable seller is required to repurchase the entire applicable trust student loan, including the portion attributable to the add-on consolidation loan.

Characteristics of the Trust Student Loans

Unless otherwise specified, all information with respect to the trust student loans presented in this free-writing prospectus or in Annex A to this free-writing prospectus is presented as of August 31, 2017, which is the statistical disclosure date.

The tables contained in “Annex A—The Trust Student Loan Pool” to this free-writing prospectus provide a description of specified characteristics of the trust student loans as of the statistical disclosure date. The aggregate outstanding principal balance of the loans in each of the tables in Annex A includes the principal balance due from borrowers, plus accrued interest of $2,453,996 to be capitalized as of the statistical disclosure date. Percentages and dollar amounts in any table may not total 100% or whole dollars due to rounding. The tables in Annex A also contain information concerning the total number of loans and total number of borrowers in the portfolio of trust student loans. For ease of administration, the servicer separates a consolidation loan on its system into two separate loan segments representing subsidized and unsubsidized segments of the same loan. The tables in Annex A reflect those loan segments within the number of loans. In addition, 16 borrowers have more than one trust student loan.

For a description of the FFELP, see “Appendix A—Federal Family Education Loan Program” in this free-writing prospectus.

Insurance of Trust Student Loans; Guarantors of Student Loans

Each trust student loan is required to be guaranteed as to at least 98% of the principal and interest by one of the guaranty agencies as described below and reinsured by the Department of Education under the Higher Education Act and must be eligible for special allowance payments and, in the case of some trust student loans, interest subsidy payments by the Department of Education.

In general, disbursed student loans are guaranteed by the applicable guarantor, and reinsured against default by the Department of Education. The percentage of the guarantee is based upon the date of disbursement of the student loans as follows:

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

See “Appendix A—Federal Family Education Loan Program—Guaranty Agencies under the FFELP” in this free-writing prospectus.

No insurance premium is charged to a borrower or a lender in connection with a consolidation loan. However, FFELP lenders must pay a monthly rebate fee to the Department of Education at an annualized rate of 1.05% on principal of and interest on consolidation loans disbursed on or after October 1, 1993, or at an annualized rate of 0.62% on consolidation loans for which consolidation loan applications were received between October 1, 1998 and January 31, 1999. The trust will pay this consolidation loan rebate fee prior to calculating Available Funds.

The eligible lender trustee has entered into a separate guarantee agreement with each of the guaranty agencies shown on the table on page A-12 of Annex A to this free-writing prospectus, under which each of the guarantors has agreed to serve as guarantor for the specified trust student loans.

Under the Higher Education Amendments of 1992, if the Department of Education has determined that a guaranty agency is unable to meet its insurance obligations, a loan holder may submit claims directly to the Department of Education and the Department of Education is required to pay the full guarantee payment in accordance with guarantee claim processing standards no more stringent than those of the guaranty agency. However, the Department of Education’s obligation to pay guarantee claims directly in this fashion is contingent upon the Department of Education making the determination referred to above. We cannot assure you that the Department of Education would ever make such a determination with respect to a guaranty agency or, if such a determination was made, whether that determination or the ultimate payment of guarantee claims would be made in a timely manner. See “Appendix A—Federal Family Education Loan Program—Guaranty Agencies under the FFELP” in this free-writing prospectus.

The table on page A-12 of Annex A in this free-writing prospectus provides information with respect to applicable percentage by outstanding principal balance of the trust student loans guaranteed by each guarantor.

Some historical information about the guaranty agency that guarantees trust student loans comprising at least 10% of the Pool Balance as of the statistical disclosure date is provided beginning on page A-13 in Annex A. For purposes of the tables in Annex A, we refer to this guaranty agency as the “Significant Guarantor.”

The Department of Education is required to make reinsurance payments to guarantors with respect to FFELP loans in default. This requirement is subject to specified reductions when the guarantor’s claims rate for a fiscal year equals or exceeds certain trigger percentages of the aggregate original principal amount of FFELP loans guaranteed by that guarantor that are in repayment on the last day of the prior fiscal year. See “Appendix A—Federal Family Education Loan Program—Guaranty Agencies under the FFELP” in this free-writing prospectus.

Each guaranty agency’s guarantee obligations with respect to any trust student loan is conditioned upon the satisfaction of all the conditions in the applicable guarantee agreement. These conditions include, but are not limited to, the following:

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

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

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

Failure to comply with any of the applicable conditions, including those listed above, may result in the refusal of the guaranty agency to honor its guarantee agreement on the trust student loan, in the denial of guarantee coverage for certain accrued interest amounts or in the loss of certain interest subsidy payments and special allowance payments.

Prospective investors may consult the Department of Education Data Books for further information concerning the guarantors.

Cure Period for Trust Student Loans

The sellers, the depositor or the servicer, as applicable, will be obligated to purchase, or to substitute qualified student loans for, any trust student loan in the event of a material breach of certain representations, warranties or covenants concerning the trust student loan, following a period during which the breach may be cured. For purposes of trust student loans, the cure period will be 210 days. However, in the case of breaches that may be cured by the reinstatement of the guarantor’s guarantee of the trust student loan, the cure period will be 360 days. In each case the cure period begins on the earlier of the date on which the breach is discovered and the date of the servicer’s receipt of the guarantor reject transmittal form with respect to the trust student loan. The purchase or substitution will be made not later than the end of the 210-day cure period or not later than the 60th day following the end of the 360-day cure period, as applicable.

Notwithstanding the foregoing, if as of the last Business Day of any month the aggregate principal amount of trust student loans for which claims have been filed with and rejected by a guarantor as a result of a breach by the depositor or the sellers, determines that claims cannot be filed pursuant to the Higher Education Act as a result of that breach exceeds 1% of the Pool Balance, then the depositor or the applicable seller, as applicable, will be required, within 30 days of a written request by the servicer or the indenture trustee, as applicable, to either (i) purchase affected trust student loans or (ii) arrange for the substitution of trust student loans of at least equivalent value and with materially similar characteristics for the affected trust student loan for which it is being substituted, in each case in an aggregate principal amount so that after the purchases and/or substitutions, as applicable, the aggregate principal amount of affected trust student loans is less than 1% of the Pool Balance. The trust student loans to be purchased or substituted for by the applicable seller or the depositor pursuant to the preceding sentence will be based on the date of claim rejection, with the trust student loans with the earliest of these dates to be purchased first. See “Servicing and Administration—Servicer Covenants” and “Transfer Agreements—Sale of Student Loans to the Trust; Representations and Warranties of the Depositor” and “—Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers” in this free-writing prospectus.

Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims with Other Trusts

Due to a Department of Education policy limiting the granting of new lender identification numbers, the eligible lender trustee will be allowed under the trust agreement to permit other trusts established by the depositor to securitize student loans to use the Department of Education lender identification number applicable to the trust. In that event, the billings submitted to the Department of Education for interest subsidy and special allowance payments on loans in the trust would be consolidated with the billings for the payments for student loans in other trusts using the same lender identification number and payments on the billings would be made by the Department of Education in lump sum form. These lump sum payments would then be allocated on a loan-by-loan basis among the various trusts using the same lender identification number.

In addition, the sharing of the lender identification number with other trusts may result in the receipt of claim payments from guaranty agencies in lump sum form. In that event, these payments would be allocated among the trusts in a manner similar to the allocation process for interest subsidy and special allowance payments.

The Department of Education regards the eligible lender trustee as the party primarily responsible to the Department of Education for any liabilities owed to the Department of Education or guaranty agencies resulting from the eligible lender trustee’s activities in the FFELP. As a result, if the Department of Education or a guaranty agency were to determine that the eligible lender trustee owes a liability to the Department of Education or a guaranty agency on any student loan included in a trust using the shared lender identification number, the Department of Education or that guaranty agency would be likely to collect that liability by offset against amounts due the eligible lender trustee under the shared lender identification number, including amounts owed in connection with the trust.

In addition, other trusts using the shared lender identification number may in a given quarter incur consolidation origination fees, consolidation loan rebate fees or floor income rebates that exceed the interest subsidy and special allowance payments payable by the Department of Education on the loans in the other trusts, resulting in the consolidated payment from the Department of Education received by the eligible lender trustee under the lender identification number for that quarter equaling an amount that is less than the amount owed by the Department of Education on the loans in the trust for that quarter.

The servicing agreement for the trust and the servicing agreements for the other trusts established by the depositor that share the lender identification number to be used by the trust will require any trust to indemnify the other trusts against a shortfall or an offset by the Department of Education or a guaranty agency arising from the trust student loans held by the eligible lender trustee on the trust’s behalf.

THE COMPANIES’ STUDENT LOAN FINANCING BUSINESS

The information provided below relates to the portfolio of loans originated by Legacy SLM entities (including Sallie Mae Bank) that were owned by Navient and its subsidiaries at the time of its separation from Sallie Mae Bank.

Navient operates its student loan financing business through several subsidiaries, including Navient CFC. We sometimes refer to Navient and its family of subsidiaries as the Companies (or individually as a Company if the context requires). The Companies have made and/or purchase or have purchased loans insured under several other education loan programs, including, but not limited to, HEAL Loans, which the Department of Education insures directly, and other private education loan programs which are not reinsured by the federal government. The Companies also originated and/or purchase student loans insured under various federally sponsored programs. The Companies purchase Stafford Loans, SLS Loans and PLUS Loans originated under the FFELP, all of which are insured by guarantors and reinsured by the Department of Education. They also originated and purchase consolidation loans.

They purchase insured loans from various sources including:

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commercial banks, thrift institutions and credit unions;

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pension funds and insurance companies;

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educational institutions;

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

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various other third parties.

These purchases occur at various times including:

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shortly after loan origination;

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while the borrowers are still in school;

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

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while the loans are in repayment.

The purchaser directly or indirectly through the servicer, frequently provides the selling institution with operational support in the form of either:

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

●

its loan origination and interim servicing system called ExportSS®.

Both PortSS and ExportSS provide the applicable Company entity and the lender with the assurance that the loans will be administered by the servicer’s computerized servicing systems.

FFELP Loans. Substantially all payments of principal and interest with respect to loans originated through the FFELP will be guaranteed against default, death, bankruptcy or disability of the applicable borrower, and a closing of or a false certification by such borrower’s school, by certain federal guarantors pursuant to a guarantee agreement to be entered into between such federal guarantors specified in this free-writing prospectus (each a “Federal Guarantor” and collectively, the “Federal Guarantors”) and the applicable eligible lender trustee (such agreements, each as amended or supplemented from time to time, the “Federal Guarantee Agreements”). See “Appendix A—Federal Family Education Loan Program” in this free-writing prospectus.

Private Education Loans. In addition to the FFELP loans originated under the Higher Education Act, Navient CFC and other affiliates of Navient have developed student loan programs that are not federally guaranteed for undergraduate students and/or their parents (“Private Undergraduate Loans”), graduate students (“Private Graduate Loans”), private credit consolidation programs (“Private Consolidation Loans”), programs marketed directly to consumers (“Direct-to-Consumer Loans”), programs for students and/or their parents at technical and trade schools, tutorial and learning centers, and private kindergarten through secondary education schools (“Career Training Loans”) and programs that provide private supplemental funding for certificate-seeking, continuing education, undergraduate and graduate students at eligible degree-granting institutions or non-degree granting institutions (“Smart Option Student Loans”), which can be used by borrowers to supplement their FFELP loans in situations where the FFELP loans do not cover the cost of education or to cover education at non-Title IV institutions and programs for undergraduate, graduate and health professional students (“EFG Loans”), that provide borrowers with private supplemental funding. We sometimes refer to all such loans as private education loans in this free-writing prospectus.

The Companies’ private education loans are serviced by Navient Solutions and may have been funded by a former affiliate or a lender partner. These loans are typically purchased by Navient CFC (or another affiliate).

The trust’s assets only consist of FFELP loans and amounts on deposit in the Trust Accounts.

Servicing

Prior to purchase of a loan by the applicable Company entity, the servicer or a third-party servicing agent surveys appropriate loan documents for compliance with Department of Education and guarantor requirements. Such survey generally consists of the servicer or third-party servicing agent undertaking a review of certain documentation and information with respect to each purchase of a portfolio of loans with an understanding of the obligations undertaken by the relevant parties with respect to the loan guarantees in an asset-backed securitization. The reviewing party bases the scope and breadth of the review on the characteristics of the particular transaction, terms and timing of the loan and its origination and other information deemed important based on their experience in the industry and knowledge of the risks associated therein. Once acquired, loans are serviced through the servicer or third-party servicers, in each case under contractual agreements with a Company entity.

The Department of Education and the various guarantors prescribe rules and regulations which govern the servicing of federally insured loans. These rules and regulations include specific procedures for contacting delinquent borrowers, locating borrowers who can no longer be contacted at their documented address or telephone number, and filing claims for reimbursement on loans in default. Payments under a guarantor’s guarantee agreement require strict adherence to these stated due diligence and collection procedures.

Regulations require that collection efforts commence within ten days of any delinquency and continue for the period of delinquency until the loan is deemed to be in default status. During the delinquency period, the holder of the loan must diligently attempt to contact the borrower, in writing and by telephone, at specified intervals. Most FFELP loans are considered to be in default when they become 210 days delinquent.

A guarantor may reject any claim for payment under a guarantee agreement if the specified due diligence and collection procedures required by that guarantee agreement have not been strictly followed and documented or if the claim is not timely filed. Minor errors in due diligence may result in the imposition of interest penalties, rather than a complete loss of the guarantee. In instances in which a claim for payment under a guarantee agreement is denied due to servicing or claim-filing errors, the guaranteed status of the affected student loans may be reinstated by following specified procedures, called “curing the defect.” Interest penalties are commonly incurred on loans that are cured. The servicer’s recent experience has been that the significant majority of all rejected claims are cured within two years, either internally or through collection agencies.

The servicer’s internal procedures support compliance with existing Department of Education and guarantor regulations and reporting requirements, and provide high quality service to borrowers. It utilizes computerized servicing systems. These systems monitor all student loans serviced by its loan servicing centers. The computerized servicing systems identify loans which require due diligence or other servicing procedures and disseminate the necessary loan information to initiate the servicing or collection process. The computerized servicing systems enable the servicer to service a high volume of loans in a manner consistent with industry requirements. Navient and its subsidiaries, including Navient CFC and the depositor, also require their third-party servicers to maintain operating procedures which comply with applicable Department of Education and guarantor regulations and reporting requirements, and periodically reviews certain operations for compliance.

In addition, Company affiliates offer some borrowers loan repayment terms that do not provide for level payments over the repayment term of the loan. For example, under Navient CFC’s graduated repayment program, some student loans provide for an “interest only” period. During this period, the borrower is required to make payment of accrued interest only. No payment of the principal of the loan is required. At the conclusion of the interest only period, the loan must be amortized through level payments over the remaining term of the loan.

In other cases, Company affiliates offer borrowers a “graduated phased in” amortization of the principal of the loans. For these loans, a greater portion of the principal amortization of the loan occurs in the later stages of the loan than would be the case if amortization were on a level payment basis.

Company affiliates also offer an income-driven repayment plan under which repayments are based on the borrower’s income. Under this plan, ultimate repayment may be delayed for a period significantly longer than the originally scheduled repayment term.

Consolidation/Repayment Programs. Consolidation and repayment programs made available by the Companies to student loan borrowers and cosigners were made available to borrowers and cosigners with trust student loans. Navient and its subsidiaries participated in the consolidation loan program for FFELP loans until 2008 and the consolidation loan lending program itself was terminated in 2010 in connection with the elimination of FFELP as an ongoing program. See “Appendix A—Federal Family Education Loan Program—Consolidation Loan Program” in this free-writing prospectus. Therefore, the transfer and servicing agreements still permit the sellers to purchase such student loans from the trust to effect consolidations at the request of borrowers.

In addition, many Company affiliates offer some borrowers loan repayment terms that do not provide for level payments over the repayment term of the loan. For example, under a typical graduated repayment program, some student loans provide for an “interest only” repayment option for a specified period of time, usually the first twenty-four (24) or forty-eight (48) months after the loan enters repayment. During this period, the borrower is required to make payment of accrued interest only. No payment of the principal of the loan is required. At the conclusion of the interest only period, the loan must be amortized through level payments over the remaining term of the loan. Borrowers can also request an extended repayment term based on the remaining loan balance.

These companies also offer various income-driven repayment plans under which repayments are based on the borrower’s income. Under these plans, ultimate repayment may be delayed for a period significantly longer than the originally scheduled repayment term. In addition, interest rate reduction programs may be offered to borrowers experiencing periods of financial distress.

Incentive Programs. Navient and its subsidiaries have offered, and intend to continue to offer, various incentive programs to student loan borrowers and cosigners. Some of the programs that may apply to student loans owned by the trusts are:

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

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

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

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

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

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

We cannot predict how many borrowers will participate in these programs. These incentive programs or other programs may also be made available by the servicer to borrowers with trust student loans.

Application of any of these incentive programs could impact the yield on your notes. For example, if one or more of the incentive programs which offer a principal balance reduction to borrowers are made available to borrowers with trust student loans and a higher than anticipated number of borrowers qualify, the principal balance of the affected trust student loans may repay faster than anticipated. Accordingly, your notes may experience faster than anticipated principal payments.

Conversely, the existence of these incentive programs may discourage a borrower from prepaying an affected trust student loan. If this were to occur, the principal balance of your notes may be reduced over a longer period than would be the case if there were no such incentive program.

Furthermore, incentive programs may reduce the amount of funds available to make payments on your notes by reducing the principal balances and yield on the trust student loans. In that case, you will bear the risk of any loss not covered by available credit enhancement.

TRANSFER AGREEMENTS

General

The following is a summary of the material terms of the sale agreement under which the trust purchased student loans from the depositor, and the purchase agreements under which the depositor acquired the student loans from the sellers. We refer to the purchase agreements and the sale agreement, collectively, as the “transfer agreements.” The summary does not cover every detail of these agreements, and it is subject to the provisions of the transfer agreements.

Purchase of Student Loans by the Depositor; Representations and Warranties of the Sellers

On the closing date, each seller sold to the depositor (and with respect to legal title, the interim eligible lender trustee for the benefit of the depositor), without recourse, its entire interest in the student loans and all collections received on and after the statistical cutoff date. A bill of sale in the form shown as an exhibit to the related purchase agreement was delivered in connection with the sale of the trust student loans that described the student loan pool. The depositor applied net proceeds from the sale of the notes to purchase the student loans from the related seller.

Pursuant to the related transfer agreement, each seller represented and warranted to the depositor and the depositor in turn represented and warranted to the trust, that, as of the closing date or as of the date otherwise noted:

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

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

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

each student loan was guaranteed by the applicable guarantor.

Upon discovery of a breach of any representation or warranty that has a materially adverse effect on the depositor, the applicable seller will repurchase the affected student loan unless the breach is cured within the applicable cure period specified in the related prospectus supplement. The purchase amount will be equal to the amount required to prepay in full that student loan including all accrued interest. Alternatively, rather than repurchasing the trust student loan, the affected seller may, in its discretion, substitute qualified student loans for that loan. In addition, the affected seller will be obligated to reimburse the depositor for:

the shortfall, if any, between:

the purchase amount of the qualified substitute student loans,

and

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

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

The repurchase or substitution and reimbursement obligations of the sellers constitute the sole remedy available to the depositor for any uncured breach. The sellers’ repurchase or substitution and reimbursement obligations are contractual obligations that the depositor or trust may enforce against the sellers, but the breach of these obligations will not constitute an event of default under the indenture. In cases where the obligations the trust is seeking to enforce are based on a violation of the Higher Education Act, a finding by the Department of Education that the Higher Education Act was violated may be required prior to the trust being able to enforce the agreement.

Sale of Student Loans to the Trust; Representations and Warranties of the Depositor

On the closing date, the depositor and the interim eligible lender trustee, on behalf of the depositor, sold to the trust and the eligible lender trustee, on behalf of the trust, without recourse, its entire interest in the student loans acquired by the depositor and the interim eligible lender trustee, on behalf of the depositor, from the sellers. Each student loan was listed in an exhibit to the sale agreement. The notes were issued by the trust concurrently with that sale. The trust purchased the student loans from the depositor in exchange for the proceeds from the issuance of the notes and the issuance of the excess distribution certificate to the depositor.

During the supplemental purchase period, the trust purchased additional trust student loans from the depositor which the depositor purchased from one or more of the sellers.

In the sale agreement, the depositor made representations and warranties concerning the student loans to the trust for the benefit of noteholders, including representations and warranties that were substantially the same as those made by the sellers to the depositor. See, “—Purchase of the Student Loans by the Depositor; Representations and Warranties of the Sellers” above.

Upon discovery of a breach of any representation or warranty that has a materially adverse effect on the trust, the depositor will have repurchase or substitution and reimbursement obligations that are substantially the same as those of the sellers under the purchase agreements.

The repurchase or substitution and reimbursement obligations of the depositor will constitute the sole remedy available to the noteholders for any uncured breach. The depositor’s repurchase or substitution and reimbursement obligations are contractual obligations that the trust may enforce against the depositor, but the breach of these obligations will not constitute an event of default under the indenture. In cases where the obligations the trust is seeking to enforce are based on a violation of the Higher Education Act, a finding by the Department of Education that the Higher Education Act was violated may be required prior to the trust being able to enforce the agreement.

Custodian of Promissory Notes

To assure uniform quality in servicing and to reduce administrative costs, the servicer acts as custodian of the promissory notes, in physical or electronic form, representing the trust student loans and any other related documents. In acting as custodian, the servicer may use its own facilities or those of sub-custodians. The depositor’s and the servicer’s records reflect the sale by the sellers of the trust student loans to the depositor and their subsequent sale by the depositor to the trust.

Payment of Notes

Upon the payment in full of all outstanding notes, the eligible lender trustee will succeed to all the rights of the indenture trustee on behalf of the holder of the excess distribution certificate.

Termination

The obligations of the servicer, the depositor, the administrator, the eligible lender trustee and the indenture trustee under the transfer and servicing agreements will terminate upon:

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

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

The servicer, at its option, may repurchase or arrange for the purchase of all remaining trust student loans as of the end of any collection period if the outstanding Pool Balance is 10% or less of the Initial Pool Balance plus accrued interest to be capitalized as of the applicable cutoff dates. The purchase price will equal the aggregate purchase amounts for the loans as of the end of that collection period. It will not be less than the minimum purchase amount specified. These amounts will be used to retire the related notes. Upon termination of the trust, any remaining assets of the trust, after giving effect to final distributions to the noteholders, will be transferred to the reserve account and paid as provided in this free-writing prospectus.

If the servicer or another entity fails to exercise their optional purchase right as described above, the indenture trustee may, or at the written direction of the administrator or the holders of a majority of the outstanding amount of the notes, shall, try to auction any trust student loans remaining in the trust at the end of the collection period preceding the trust auction date specified in this free-writing prospectus. Navient CFC, its affiliates and unrelated third parties may make bids to purchase these trust student loans on the trust auction date; however, Navient CFC or its affiliates may offer bids only if the Pool Balance at that date is 10% or less of the Initial Pool Balance together with the aggregate initial principal balances of all trust student loans acquired during the supplemental purchase period plus accrued interest to be capitalized as of the applicable cutoff dates.

SERVICING AND ADMINISTRATION

General

The following is a summary of the important terms of the servicing agreement under which the servicer services the trust student loans and the administration agreement under which the administrator undertakes administrative duties for the trust and the trust student loans. This summary does not cover every detail of these agreements and it is subject to all provisions of the servicing agreement and the administration agreement. We also refer to the transfer agreements, the servicing agreement and the administration agreement, collectively, as the “transfer and servicing agreements.”

Accounts

The administrator has established and maintains, in the name of the indenture trustee, the collection account, the reserve account, the capitalized interest account, the add-on consolidation loan account, the supplemental purchase account, and each required investment premium purchase account, accumulation account, related supplemental interest account and any related investment reserve account on behalf of the noteholders. The administrator has also established and maintains, in the name of the indenture trustee, the remarketing fee account for the benefit of the remarketing agents and the class A noteholders and the Euro account, in the name of indenture trustee, for the benefit of the applicable reset rate noteholders during any reset period when any class of reset rate notes is denominated in Euros (as is the case for the initial reset period with respect to the class A-7A notes).

Funds in the collection account, the supplemental purchase account, the add-on consolidation loan account, the reserve account, any accumulation account, any investment premium purchase account, any investment reserve account, any supplemental interest account, the remarketing fee account and the capitalized interest account will be invested as provided in the indenture in eligible investments. Eligible investments are generally limited to investments acceptable to the rating agencies as being consistent with the ratings of the notes. Subject to some conditions, eligible investments may include debt instruments or other obligations (including asset-backed securities) issued by the depositor or its affiliates, other trusts originated by the depositor or its affiliates or third parties and repurchase obligations of those persons with respect to federally guaranteed student loans that are serviced by the servicer or an affiliate thereof. Eligible investments are limited to obligations or debt instruments that are expected to mature not later than the business day immediately preceding the next applicable distribution date, or, with respect to the collection account only, the next monthly servicing fee payment date, to the extent of the primary servicing fee; provided, however, that with respect to funds on deposit in any accumulation account, related eligible investments may mature no later than the business day immediately preceding the next reset date for the applicable class of reset rate notes.

The administrator will direct the related Swap Counterparties to pay all amounts denominated in a currency other than U.S. Dollars payable under any currency swap agreement into the applicable currency account.

Servicing Procedures

Under the servicing agreement, the servicer agreed to service all the trust student loans. The servicer is required to perform all services and duties customary to the servicing of student loans, including all collection practices. It must use the same standard of care as it uses to service similar student loans owned by Navient and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including the Higher Education Act.

The duties of the servicer include the following:

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

responding to inquiries from borrowers;

attempting to collect delinquent payments; and

sending out statements and payment coupons to borrowers.

In addition, the servicer will keep ongoing records on the loans and its collection activities utilizing the same standards it uses for similar student loans owned by Navient and its affiliates in compliance with the applicable guarantee agreements and all other applicable federal and state laws, including the Higher Education Act. It will also furnish periodic statements to the indenture trustee, the eligible lender trustee and the noteholders as specifically required in the servicing agreement. See “—Statements to Indenture Trustee and Trust” below.

Modification of Trust Student Loans

Except in connection with the offering of incentive programs (the potential impact of which on the notes is described under “The Companies’ Student Loan Financing Business—Servicing—Incentive Programs” in this free-writing prospectus) or as required by pursuant to the provisions of the FFELP (including repayment provision changes that are mandatory based on changes in a borrower status, e.g., in-school, grace, deferment and forbearance), the terms of the trust student loans will generally not be modified. Any borrower incentive programs in effect on the date of the sale of the trust student loans to the trust will continue to be offered to the related borrowers and will remain in effect for so long as the related borrower remains eligible to receive such benefits. None of the sellers, the depositor, the servicer or the administrator will reimburse the trust for any loss of yield on a trust student loan incurred as a result of such borrower incentive programs.

Payments on Trust Student Loans

The servicer will deposit all payments on trust student loans and proceeds that it collects during each collection period into the related collection account within two Business Days of receipt. The eligible lender trustee will deposit all interest subsidy payments and all special allowance payments on the trust student loans that it receives for each collection period into the collection account within two Business Days of receipt.

A Business Day for this purpose is any day other than a Saturday, a Sunday, or a day on which banking institutions or trust companies in the City of New York, or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

The servicer may invest collections, pending deposit into the collection account, at its own risk and for its own benefit, and it will not segregate these funds. The depositor and the servicer will pay the aggregate purchase amount of student loans repurchased by the sellers or purchased by the servicer to the administrator, and the administrator will deposit these amounts into the collection account on or before the Business Day preceding each distribution date.

The servicing agreement will not require the servicer to make advances to any trust and no such advances have been made by the servicer with respect to any trust student loans prior to their sale to the trust.

Servicer Covenants

The servicer generally, among other things, agreed in the servicing agreement that:

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

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

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

it will not reschedule, revise, defer or otherwise compromise payments due on any trust student loan except during any applicable interest only, deferment or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the loans.

Upon the discovery of a breach of any covenant that has a materially adverse effect on the interest of the trust, the servicer will purchase the trust student loan unless the breach is cured in the same manner as that applicable to the related seller as described under “The Trust Student Loan Pool—Cure Period for Trust Student Loans” and “Transfer Agreements—Purchase of the Student Loans by the Depositor; Representations and Warranties of the Sellers” in this free-writing prospectus. However, any breach that relates to compliance with the requirements of the Higher Education Act or the applicable guarantor but that does not affect that guarantor’s obligation to guarantee payment of a trust student loan will not be considered to have a material adverse effect. In addition, a finding by the Department of Education that the Higher Education Act was violated or that a loan is no longer insured because of a violation of the Higher Education Act may be required prior to the trust being able to enforce the agreement.

The purchase price will equal the unpaid principal amount of that trust student loan plus any accrued interest. The purchase price will also be calculated using the applicable percentage that would have been insured pursuant to Section 428(b)(1)(G) of the Higher Education Act plus any interest subsidy payments or special allowance payments not paid by, or required to be refunded to, the Department of Education for that trust student loan as a result of a breach of any covenant of the servicer. The trust’s interest in that purchased trust student loan will be assigned to the servicer or its designee. Alternatively, rather than purchase trust student loans, the servicer may, in its sole discretion, substitute qualified, equivalent (in the aggregate as of the date of substitution) student loans for the trust student loans being substituted.

In addition, the servicer will be obligated to reimburse the trust for:

the shortfall, if any, between:

the purchase amount of the qualified substitute trust student loans;

and

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

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

The purchase or substitution and reimbursement obligations of the servicer will constitute the sole remedy available to the trust for any uncured breach. The servicer’s purchase or substitution and reimbursement obligations are contractual obligations that the trust may enforce, but the breach of these obligations will not constitute an event of default under the indenture.

Servicing Compensation

The servicer will be entitled to receive the servicing fee in an amount equal to the primary servicing fee and the carryover servicing fee as compensation for performing the functions as servicer for the trust. The primary servicing fee is payable on each monthly servicing payment date out of Available Funds and amounts on deposit in the reserve account on that date. The carryover servicing fee is payable to the servicer on each distribution date out of Available Funds after payment on that distribution date of clauses (a) through (k) under “—Distributions—Distributions from the Collection Account” below. The carryover servicing fee will be subject to increase agreed to by the administrator, the eligible lender trustee and the servicer to the extent that a demonstrable and significant increase occurs in the costs incurred by the servicer in providing the services to be provided under the servicing agreement, whether due to changes in applicable governmental regulations, guarantor program requirements or regulations, or postal rates.

Evidence as to Compliance

The administration agreement provides that a firm of independent public accountants will furnish to the trust and indenture trustee an annual report attesting to the servicer’s compliance with the terms of the administration agreement and the servicing agreement, including all statutory provisions incorporated into those agreements. The accounting firm will base this report on its examination of various documents and records and on accounting and auditing procedures considered appropriate under the circumstances.

The administration agreement requires the servicer to deliver to the trust and indenture trustee, concurrently with the compliance report, a certificate signed by an officer of the servicer stating that, to such officer’s knowledge, the servicer has fulfilled its obligations under the administration agreement and the servicing agreement in all material respects. If there has been a material default, the officer’s certificate for that period will describe the default. The servicer has agreed to give the indenture trustee and the eligible lender trustee notice of servicer defaults under the servicing agreement.

You may obtain copies of these reports and certificates by a request in writing to the indenture trustee.

Matters Regarding the Servicer

The servicing agreement provides that the servicer is an independent contractor and that, except for the services to be performed under the servicing agreement, the servicer does not hold itself out as an agent of the trust.

The servicing agreement provides that the servicer may not resign from its obligations and duties as servicer unless its performance of these duties is no longer legally permissible. No resignation will become effective until the indenture trustee or a successor servicer has assumed the servicer’s duties. The servicer, however, may resign as a result of any sale or transfer of substantially all of its student loan servicing operations relating to the trust student loans if:

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

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

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

All expenses related to the resignation or removal for cause of any servicer will be paid solely by the servicer being replaced.

The servicing agreement further provides that neither the servicer nor any of its directors, officers, employees or agents will be under any liability to the trust or to noteholders for taking or not taking any action under the servicing agreement, or for errors in judgment. However, the servicer will not be protected against:

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

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

In addition, the servicing agreement provides that the servicer is under no obligation to appear in, prosecute or defend any legal action where it is not named as a party.

Under the circumstances specified in the servicing agreement, any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the servicer is a party, or any entity succeeding to the business of the servicer must assume the obligations of the servicer.

Servicer Default

A servicer default under the servicing agreement will consist of:

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

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

the occurrence of an insolvency event involving the servicer;

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

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

An insolvency event is an event of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or other actions by a person indicating its insolvency, reorganization under bankruptcy proceedings or inability to pay its obligations.

A servicer default does not include any failure of the servicer to service a student loan in accordance with the Higher Education Act so long as the servicer is in compliance with its obligations under the servicing agreement to purchase any adversely affected trust student loans and to pay to the trust the amount of any program payments lost as a result of the servicer’s actions.

Notwithstanding the foregoing, the servicer shall not be deemed to have breached its obligations to service the applicable student loans, nor will a servicer default be deemed to have occurred under the servicing agreement, if the servicer is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties to the servicing agreement (including, without limitation, acts of God, acts of war or terrorism, fires, earthquakes, hurricanes, floods and other material natural or man-made disasters). The servicer will be required to diligently resume the performance of its duties under the servicing agreement as soon as practicable following the termination of such business interruption or, if necessary and appropriate in its reasonable judgment to enable the proper servicing of the trust student loans, to transfer servicing, either temporarily or permanently, to another servicer.

Rights Upon Servicer Default

As long as a servicer default remains unremedied, the indenture trustee or holders of not less than 50% of the notes may terminate all the rights and obligations of the servicer. Only the indenture trustee or the noteholders will have the ability to remove the servicer if a default occurs while the notes are outstanding. Following a termination, a successor servicer appointed by the trust or the indenture trustee itself will succeed to all the responsibilities, duties and liabilities of the servicer under the servicing agreement and will be entitled to similar compensation arrangements. The compensation may not be greater than the servicing compensation to the servicer under the servicing agreement, unless the compensation arrangements will not result in a downgrading or withdrawal of the ratings then applicable to the notes. If the indenture trustee is unwilling or unable to act, it may appoint, or petition a court for the appointment of, a successor whose regular business includes the servicing of student loans. If, however, the servicer becomes a debtor in bankruptcy either voluntarily or involuntarily, and no servicer default other than that insolvency event has occurred, the indenture trustee or the noteholders will not be able to effect the transfer without the approval of the bankruptcy trustee (or the servicer as debtor in possession) or the bankruptcy court.

Waiver of Past Defaults

The holders of a majority of the outstanding notes in the case of any servicer default which does not adversely affect the indenture trustee or the noteholders, on behalf of all noteholders, may waive any default by the servicer, except a default in making any required deposits to or payments from any of the Trust Accounts. Therefore, the noteholders have the ability, except as noted, to waive defaults by the servicer which could materially and adversely affect the holder of the excess distribution certificate. No waiver will impair the noteholders’ rights as to subsequent defaults.

Administration Agreement

Navient Solutions, as administrator, entered into an administration agreement with the trust, the depositor, the servicer, the eligible lender trustee and the indenture trustee. Under the administration agreement, the administrator agreed to provide various notices and to perform other administrative obligations required by the indenture, trust agreement and sale agreement. These services include:

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

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

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

As compensation for the performance of the administrator’s obligations under the administration agreement and as reimbursement for its related expenses, the administrator is entitled to an administration fee in an amount equal to $25,000 per collection period payable in arrears on each distribution date.

In addition, to the extent that the trust does not have sufficient Available Funds therefor on the related reset date, the administrator will advance the amount of certain unpaid expenses (other than remarketing fees) associated with a remarketing, including, without limitation, the fees of the rating agencies in connection with any required satisfaction of the Rating Agency Condition. On subsequent distribution dates, the administrator is entitled to reimbursement for those remarketing related expenses, from Available Funds on a subordinated basis, as set forth under “Distributions—Distributions From the Collection Account” above.

The administration agreement provides that Navient Solutions may assign its obligations and duties as administrator to an affiliate if the rating agencies confirm that the assignment will not result in a downgrading or a withdrawal of the ratings then applicable to the notes.

Administrator Default

An administrator default under the administration agreement consists of:

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

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

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

to the administrator by the indenture trustee or eligible lender trustee, or

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

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the occurrence of an insolvency event involving the administrator.

Rights Upon Administrator Default

As long as any administrator default has not been remedied, the indenture trustee or holders of not less than 50% of the outstanding notes may terminate all the rights and obligations of the administrator. Only the indenture trustee or the noteholders, and not the eligible lender trustee or certificateholders, may remove the administrator if an administrator default occurs while the notes are outstanding. Following the termination of the administrator, a successor administrator appointed by the indenture trustee or the indenture trustee itself will succeed to all the responsibilities, duties and liabilities of the administrator under the administration agreement. If, however, a bankruptcy trustee or similar official has been appointed for the administrator, and no other administrator default other than that insolvency event has occurred, the indenture trustee will not be able to effect the transfer without the approval of the bankruptcy trustee (or the administrator as debtor in possession) or the bankruptcy court. If the indenture trustee is unwilling or unable to act, it may appoint, or petition a court for the appointment of, a successor whose regular business includes the servicing or administration of student loans. The indenture trustee may make arrangements for compensation to be paid, which cannot be greater than the compensation to the administrator unless the compensation arrangements will not result in a downgrading or withdrawal of the ratings then applicable to the notes.

Statements to Indenture Trustee and Trust

Before each distribution date, the administrator will prepare and provide a statement to the indenture trustee and the eligible lender trustee as of the end of the preceding collection period. The statement will include:

the amount of principal distributions for each class of notes;

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

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

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

the servicing and the administration fees for that collection period;

the interest rates, if available, for the next period for each class of notes;

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

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

the amount of any carryover servicing fee for that collection period;

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

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

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

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

Evidence as to Compliance

The administration agreement provides that a firm of independent public accountants will furnish to the trust and indenture trustee an annual report attesting to the administrator’s compliance with the terms of the administration agreement, including all statutory provisions incorporated in the agreement. The accounting firm will base this report on its examination of various documents and records and on accounting and auditing procedures considered appropriate under the circumstances.

The administration agreement requires the administrator to deliver to the trust and indenture trustee, concurrently with each compliance report, a certificate signed by an officer of the administrator stating that, to such officer’s knowledge, the administrator has fulfilled its obligations under that administration agreement. If there has been a material default the officer’s certificate will describe the default. The administrator has agreed to give the indenture trustee and eligible lender trustee notice of administrator defaults under the administration agreement.

You may obtain copies of these reports and certificates by a request in writing to the indenture trustee.

Amendments to Transfer and Servicing Agreements

The parties to the transfer and servicing agreements may amend them without the consent of the noteholders if, in the opinion of counsel satisfactory to the indenture trustee and eligible lender trustee, the amendment will not materially and adversely affect the interests of the noteholders. The parties may also amend the transfer and servicing agreements with the consent of a majority in interest of noteholders. However, such an amendment may not reduce the percentage of the notes required to consent to an amendment, without the consent of the holders of all of the outstanding notes.

TRADING INFORMATION

The weighted average lives of the reset rate notes generally will depend on the rate at which the principal balances of the related student loans are paid. Payments may be in the form of scheduled amortization or prepayments. For this purpose, prepayments include borrower prepayments in full or in part, including the discharge of student loans by consolidation loans, or as a result of:

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borrower default, death, disability or bankruptcy;

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the closing of the borrower’s school;

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the school’s false certification of borrower eligibility;

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

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

All of the student loans are prepayable at any time without penalty.

A variety of economic, social and other factors, including the factors described below, influence the rate at which student loans prepay. In general, the rate of prepayments may tend to increase when cheaper alternative financing becomes available. However, because many student loans bear interest at a rate that is either actually or effectively floating, it is impossible to predict whether changes in prevailing interest rates will correspond to changes in the interest rates on student loans.

On the other hand, scheduled payments on the student loans, as well as their maturities, may be extended due to applicable grace, deferment and forbearance periods, or for other reasons. The rate of defaults resulting in losses on student loans, as well as the severity and timing of those losses, may affect the principal payments and yield on the reset rate notes. The rate of default may also affect the ability of the guarantors to make guarantee payments.

Some of the terms of payment that the sellers offer to borrowers may extend principal payments on the reset rate notes. The sellers offer some borrowers loan payment terms which provide for an interest only period, when no principal payments are required, or graduated, phased-in amortization of the principal, in which case a greater portion of the principal amortization of the loan occurs in the later stages of the loan’s life than if amortization were on a level payment basis. The sellers also offer income-driven repayment plans, under which repayments are based on the borrower’s income. Under these plans, ultimate repayment may be delayed for a period significantly longer than the original scheduled repayment term. If trust student loans have these payment terms, principal payments on the reset rate notes could be affected.

In addition, the servicing agreement provides that the servicer may offer new incentive programs or repayment programs that currently are or in the future will be made available by the servicer, the sellers or the administrator. If these benefits are made available to borrowers of trust student loans, the effect may be faster amortization of principal of the affected trust student loans. See “The Companies’ Student Loan Financing Business—Servicing—Incentive Programs” in this free-writing prospectus.

In light of the above considerations, we cannot guarantee that principal payments will be made on the reset rate notes on any distribution date, since that will depend, in part, on the amount of principal collected on the trust student loans during the applicable period. As an investor, you will bear any reinvestment risk resulting from a faster or slower rate of prepayment of the loans.

Pool Factors

The pool factor for the reset rate notes is a seven-digit decimal computed by the administrator before each distribution date. Each pool factor will indicate the remaining outstanding balance of the reset rate notes, after giving effect to distributions to be made on that distribution date, as a fraction of the initial outstanding balance of the reset rate notes. Each pool factor is initially 1.0000000. Thereafter, it will decline to reflect reductions in the outstanding balance of the reset rate notes. Your portion of the aggregate outstanding balance of the reset rate notes will be the product of:

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the original denomination of your note; and

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the applicable pool factor.

Noteholders will receive reports on or about each distribution date concerning various matters, including the payments the trust has received on the trust student loans, the Pool Balance, the applicable pool factor and various other items of information. See “Reports to Noteholders” in this free-writing prospectus.

DESCRIPTION OF THE NOTES

General

The notes were issued under an indenture dated as of November 1, 2005. The following summary describes the important terms of the notes and the indenture. It does not cover every detail of the notes or the indenture and is subject to all of the provisions of the notes and the indenture and the initial class A-7A currency swap agreement.

The reset rate notes will initially be represented by one or more notes, registered in the name of the nominee of The Depository Trust Company (“DTC”) or, if provided in this free-writing prospectus, a nominee selected by the common depository for Clearstream Banking, société anonyme (known as Clearstream, Luxembourg), formerly known as Cedel Bank, société anonyme, and the Euroclear System in Europe. The reset rate notes will be available for purchase in book-entry form only or as otherwise provided in this free-writing prospectus. We have been informed by DTC that DTC’s nominee will be Cede & Co., unless another nominee is specified in this free-writing prospectus. Accordingly, that nominee is expected to be the holder of record of the U.S. Dollar denominated notes of the reset rate notes. Unless and until definitive notes are issued under the limited circumstances described in this free-writing prospectus, an investor in notes in book-entry form will not be entitled to receive a physical certificate representing a note. All references in this free-writing prospectus to actions by holders of notes in book-entry form refer to actions taken by DTC, Clearstream, Luxembourg or Euroclear, as the case may be, upon instructions from its respective participating organizations acting at the direction of the beneficial owners of the notes and all references in this free-writing prospectus to distributions, notices, reports and statements to holders of notes in book-entry form refer to distributions, notices, reports and statements to DTC, Clearstream, Luxembourg or Euroclear or its nominee, as the registered holder of the notes.

Form and Denomination of the Notes

Book-Entry Registration

Investors in notes in book-entry form may, directly or indirectly, hold their notes through DTC in the United States or, if so provided in this free-writing prospectus, through Clearstream, Luxembourg or Euroclear.

Cede & Co., as nominee for DTC, will hold one or more global notes. Unless this free-writing prospectus provides otherwise, Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Clearstream, Luxembourg’s and Euroclear’s names on the books of their respective depositories, which in turn will hold these positions in the depositories’ names on the books of DTC. Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream, Luxembourg participants and Euroclear participants will occur in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg participants or Euroclear participants, on the other, will be effected at DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depository; however, cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream, Luxembourg participants and Euroclear participants may not deliver instructions directly to the depositaries.

Because of time-zone differences, credits of securities received in Clearstream, Luxembourg or Euroclear as a result of a transaction with DTC participants will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Credits for any transactions in the securities settled during this processing will be reported to the relevant Euroclear or Clearstream, Luxembourg participant on that business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of securities by or through a Clearstream, Luxembourg participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC. For additional information regarding clearance and settlement procedures for the securities, and for information on tax documentation procedures relating to the securities, see “Appendix B—Global Clearance, Settlement and Tax Documentation Procedures” in this free-writing prospectus.

DTC is a limited purpose trust company organized under the laws of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC was created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between those participants through electronic book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations, including Euroclear and Clearstream, Luxembourg. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Noteholders that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, securities held through DTC may do so only through participants and indirect participants. Noteholders will receive all distributions of principal and interest from the indenture trustee or the trustee or eligible lender trustee, as applicable, through participants and indirect participants. Under a book-entry format, noteholders may experience some delay in their receipt of payments, since payments will be forwarded by the trustee to DTC’s nominee. DTC will forward those payments to its participants, which will forward them to indirect participants or noteholders. Noteholders will not be recognized by the trustee as noteholders under the indenture or trust agreement, as applicable, and noteholders will be permitted to exercise the rights of noteholders only indirectly through DTC and its participants.

Under the rules, regulations and procedures creating DTC and affecting its operations, DTC is required to make book-entry transfers of securities among participants on whose behalf it acts with respect to the securities and to receive and transmit principal and interest payments on the securities. Participants and indirect participants with which noteholders have accounts with respect to the securities are likewise required to make book-entry transfers and receive and transmit payments of principal and interest on the securities on behalf of their customers. Accordingly, although noteholders will not possess securities, the DTC rules provide a mechanism by which participants will receive payments and will be able to transfer their interests.

Because DTC can only act on behalf of participants, which in turn act on behalf of indirect participants, the ability of a noteholder to pledge securities to persons or entities that do not participate in the DTC system, or to otherwise act with respect to the securities, may be limited since noteholders will not possess physical certificates for their securities.

DTC has advised us that it will take any action that a noteholder is permitted to take under the indenture or trust agreement, only at the direction of one or more participants to whose DTC accounts the securities are credited. DTC may take conflicting actions on undivided interests to the extent that those actions are taken on behalf of participants whose holdings include undivided interests.

Except as required by law, neither the administrator nor the trustee for any trust will have any liability for the records relating to payments or the payments themselves, made on account of beneficial ownership interests of the securities held by DTC’s nominee, or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

Clearstream, Luxembourg is organized under the laws of Luxembourg as a professional depositary. Clearstream, Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg participants through electronic book-entry changes in accounts of Clearstream, Luxembourg participants. Thus, the need for physical movement of certificates is eliminated. Transactions may be settled in Clearstream, Luxembourg in numerous currencies, including United States dollars. Clearstream, Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets in several countries. As a professional depositary, Clearstream, Luxembourg is subject to regulation by the Luxembourg Monetary Institute. Clearstream, Luxembourg participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg participant, either directly or indirectly.

The Euroclear System was created in 1968 to hold securities for participants of the Euroclear System and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may be settled in numerous currencies, including United States dollars. The Euroclear System includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. The Euroclear System is operated by Euroclear Bank, S.A./N.V.

All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator. Euroclear participants include banks, central banks, securities brokers and dealers and other professional financial intermediaries. Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law. These govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

Distributions with respect to securities held through Clearstream, Luxembourg or Euroclear will be credited to the cash accounts of Clearstream, Luxembourg participants or Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. These distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See “U.S. Federal Income Tax Consequences” in this prospectus. Clearstream, Luxembourg or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a noteholder under the agreement on behalf of a Clearstream, Luxembourg participant or Euroclear participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect these actions on its behalf through DTC.

Although DTC, Clearstream, Luxembourg and Euroclear have agreed to these procedures to facilitate transfers of securities among participants of DTC, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform these procedures. The procedures may therefore be discontinued at any time.

Definitive Notes

The reset rate notes will be issued as definitive notes, rather than in book-entry form to DTC or its nominee, only if one of the following events occurs:

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

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

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

Upon the occurrence of any event described in the bullets above, the indenture trustee will be required to notify all applicable noteholders, through DTC participants, of the availability of definitive notes. When DTC surrenders the definitive notes, the trustee will reissue to the noteholders the corresponding notes as definitive notes upon receipt of instructions for re-registration. From then on, payments of principal and interest on the definitive notes will be made by the trustee, in accordance with the procedures set forth in the indenture or trust agreement, directly to the holders of definitive notes in whose names the definitive notes were registered at the close of business on the applicable record date specified in this prospectus. Payments will be made by check mailed to the address of each holder as it appears on the register maintained by the trustee.

However, the final payment on any definitive note will be made only upon presentation and surrender of that definitive note at the office or agency specified in the notice of final distribution.

Definitive notes will be transferable and exchangeable at the offices of the trustee or of a registrar named in a notice delivered to holders of definitive notes. No service charge will be imposed for any registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed.

Reset Rate Securities

Form and Denomination. Interests in the reset rate notes will be represented by one or more of the following types of global notes:

for reset rate securities denominated in U.S. Dollars, a global note certificate held through DTC (each, a ‘‘U.S. global note certificate’’); or

for reset rate securities denominated in a non-U.S. Dollar currency, a global note certificate held through a European clearing system (each, a ‘‘non-U.S. global note certificate’’).

On or about the closing date for the issuance of any class of reset rate securities, the administrator on behalf of the trust will deposit:

a U.S. global note certificate for each class of reset rate securities with the applicable DTC custodian, registered in the name of Cede & Co., as nominee of DTC; and

one or more corresponding non-U.S. global note certificates with respect to each class of reset rate securities with the applicable foreign custodian, as common depositary for Euroclear and Clearstream, Luxembourg, registered in the name of a nominee selected by the common depositary for Euroclear and Clearstream, Luxembourg.

On each reset date, the aggregate outstanding principal balance of that class of reset rate securities will be allocated to one of the three global note certificates, either of which may, as of that reset date, be reduced to zero or represent 100% of the aggregate outstanding principal balance of that class of reset rate securities, depending on whether that class of reset rate securities is in U.S. Dollars (in which case a U.S. global note certificate is used) or in a currency other than U.S. Dollars (in which case a non-U.S. global note certificate is used).

At all times the global note certificates will represent the outstanding principal balance, in the aggregate, of the related class of reset rate securities. At all times, with respect to each class of reset rate securities, there will be only one U.S. and one non-U.S. global note certificate for such reset rate securities.

Investors may hold their interests in a class of reset rate notes represented by a U.S. global note certificate only (1) directly through DTC participants, or (2) indirectly through organizations which are participants in the European clearing systems which themselves hold positions in such U.S. global note certificate through DTC. DTC will record electronically the outstanding principal balance of each class of reset rate securities represented by a U.S. global note certificate held within its system. DTC will hold interests in a U.S. global note certificate on behalf of its account holders through customers’ securities accounts in DTC’s name on the books of its depositary.

Investors may hold their interests in a class of reset rate securities represented by a non-U.S. global note certificate only (1) directly through the European clearing systems, or (2) indirectly through organizations which themselves are participants in the European clearing systems. The European clearing systems will record electronically the outstanding principal balance of each class of reset rate securities represented by a non-U.S. global note certificate held within their respective systems. The European clearing systems will hold interests in the non-U.S. global note certificate on behalf of their account holders through customers’ securities accounts in the European clearing systems’ respective names on the books of their respective depositaries.

Interests in the global note certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg as applicable, and their respective direct and indirect participants.

Because of time zone differences, payments to reset rate noteholders that hold their positions through a European clearing system will be made on the business day following the applicable distribution date, or for securities denominated in a currency other than U.S. Dollars, on the special reset payment date as described in this prospectus, as the case may be, in accordance with customary practices of the European clearing systems. No payment delay to reset rate noteholders holding U.S. Dollar denominated reset rate securities clearing through DTC will occur on any distribution date or on any reset date, unless, as set forth above, those noteholders’ interests are held indirectly through participants in European clearing systems.

The reset rate securities will be issued in minimum denominations and additional increments set forth above, and may be held and transferred, and will be offered and sold, in principal balances of not less than their applicable minimum denomination set forth in the related prospectus supplement. The applicable minimum denominations and additional increments can be reset only in circumstances where all holders are deemed to have tendered or have mandatorily tendered their securities. With respect to reset rate securities denominated in a non-U.S. Dollar currency, the administrator will notify the Luxembourg Stock Exchange of the applicable exchange rate and denominations for each class of reset rate securities and a notice containing that information will also be published in a leading newspaper having general circulation in Luxembourg, which is expected to be d’Wort.

On each related reset date, a schedule setting forth the required terms of the reset rate notes for the immediately following reset period will be deposited with the DTC custodian for any U.S. global note certificate and with the foreign custodian for any non- U.S. global note certificate.

Identification Numbers. The trust will apply to DTC for acceptance in its book-entry settlement systems of the reset rate notes denominated in U.S. Dollars and/ or will apply to Euroclear and Clearstream, Luxembourg for acceptance in their respective book-entry settlement systems of the reset rate notes denominated in a currency other than U.S. Dollars. The reset rate notes will have the CUSIP number, ISIN and European Common Code, as applicable, set forth in this free-writing prospectus.

On or following each reset date (other than a reset date on which the then-current holders of U.S. Dollar denominated reset rate notes had the option to retain their reset rate notes, but less than 100% of such noteholders delivered hold notices), on which either a successful remarketing has occurred or the related call option has been exercised (and not previously exercised on the immediately preceding related reset date), each clearing system will cancel the then-current identification numbers and assign new identification numbers, which the administrator will obtain for the reset rate notes.

Payments of principal, interest and any other amounts payable under each global note certificate will be made to or to the order of the relevant clearing system’s nominee as the registered holder of such global note certificate.

Due to time zone differences and to ensure that a failed remarketing has not occurred, during any reset period when a class of reset rate securities is denominated in a currency other than U.S. Dollars payments required to be made to tendering noteholders on a related reset date for which there has been a successful remarketing (or exercise of the related call option), in the amount of the aggregate outstanding principal balance of the applicable class of reset rate securities (together with all amounts due from the trust as payments of interest and principal, if any, on the related distribution date), will be made through the European clearing systems on the second business day following the related reset date, together with additional interest at the applicable interest rate and in the applicable non-U.S. Dollar currency from and including the related reset date to, but excluding, the second business day following such reset date (but only to the extent such interest payments are actually received from the related swap counterparties). Purchasers of such reset rate securities will be credited with their positions on the applicable reset date with respect to positions held through DTC or on the second business day with respect to positions held through the European clearing systems.

Except with respect to a related reset date, the trust expects that the nominees, upon receipt of any such payment, will immediately credit the relevant clearing system’s participants’ accounts with payments in amounts proportionate to their respective interests in the principal balance of the relevant global note certificates as shown on the records of such nominee. The trust also expects that payments by clearing system participants to owners of interests in such global note certificates held through such clearing system participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such clearing system participants and none of the trust, the administrator, any registrar, the indenture trustee, the remarketing agent, any transfer agent or any paying agent will have any responsibility or liability for any delay in such payments from participants, except as shown above with respect to reset date payment delays. None of the trust, the administrator, any registrar, the indenture trustee, the remarketing agent, any transfer agent or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of ownership interests in the global note certificates or for maintaining, supervising or reviewing any records relating to such ownership interests.

The Notes

The Class A Notes

Distributions of Interest. Interest accrues on the outstanding principal balances of the class A notes at their respective interest rates. Interest accrues during each accrual period and is generally payable quarterly to the class A noteholders on each distribution date; provided, however, that with respect to the reset rate notes and any reset period when such notes are denominated in a currency other than U.S. Dollars (as has been the case during the initial reset period with respect to the class A-7A notes), payments of interest will be made as described under “—The Reset Rate Notes—Interest” in this free-writing prospectus. Interest accrued as of any distribution date but not paid on that distribution date is due on the next distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum specified in the definition of Class A Note Interest Shortfall in the Glossary. Interest payments on the class A notes for any distribution date are generally funded from (1) Available Funds and (2) amounts on deposit in the reserve account remaining after the distribution of the primary servicing fee and administration fee, and required deposits into the remarketing fee account for that distribution date. See “—Distributions” and “ —Credit Enhancement” below. If these sources are insufficient to pay the Class A Noteholders’ Interest Distribution Amount for that distribution date, the shortfall will be allocated pro rata to the class A noteholders, based upon the total amount of interest then due on each class of class A notes from Available Funds.

The class A-6 notes were successfully reset on the April 25, 2013 reset date from the Failed Remarketing Rate to a floating rate and currently bear interest at an annual rate equal to three-month LIBOR plus 0.55%, calculated on the basis of the actual number of days elapsed in the applicable accrual period and a 360-day year (which rate will remain in effect until their maturity date).

The interest rate for the class A-7B notes for each accrual period, is equal to the sum of an annual rate of three‑month LIBOR plus 0.16%.

The interest rate for the class A-7A notes for the accrual period prior to the current reset date has been equal to an annual interest rate equal to three-month EURIBOR plus 0.55% calculated based on the actual number of days elapsed in the related accrual period and a 360-day year.

If the sum of EURIBOR and the applicable spread for a class of floating rate notes is less than 0.00% for any interest accrual period, then the interest rate for the applicable class of floating rate notes for such interest accrual period will be deemed to be 0.00%.

“EURIBOR”, for any accrual period, will be the rate for deposits in Euros having the specified maturity commencing on the first day of the accrual period, which appears on Reuters Screen 248 Page or on such comparable service as is customarily used to quote EURIBOR as of 11:00 a.m., Brussels time, on the related EURIBOR Determination Date. If this rate does not appear on Reuters Screen 248 Page or on such comparable service as is customarily used to quote EURIBOR, the rate for that EURIBOR Determination Date will be determined on the basis of the rates at which deposits in Euros, having the applicable maturity, are offered by Reference Banks at approximately 11:00 a.m., Brussels time, on that EURIBOR Determination Date, to prime banks in the Euro-zone interbank market. The calculation agent will request the principal Euro-zone office of each Reference Bank to provide a quotation of its rate. If at least two quotations are provided, the rate for that EURIBOR Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that EURIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the calculation agent, at approximately 11:00 a.m. Brussels time, on that EURIBOR Determination Date for loans in Euros to leading European banks having the applicable maturity. If the banks selected as described above are not providing quotations, EURIBOR in effect for the applicable accrual period will be EURIBOR in effect for the previous accrual period.

For all EURIBOR-based securities, interest due for any accrual period will be determined on an Actual/360 basis.

For this purpose:

• “EURIBOR Determination Date” means, for each accrual period, the day that is two Settlement Days before the beginning of that accrual period.

• “Reference Banks” means four major banks in the Euro-zone interbank market selected by the administrator.

• “Reuters Screen 248 Page” means the display page so designated on the Reuters Monitor Money Rates Service, or such other page that may replace that page on that service, or such other service as may be nominated as the information vendor for the purposes of displaying comparable rates or prices.

• “Settlement Day” means any day on which TARGET (the Trans-European Automated Real-time Gross Settlement Express Transfer System) is open which is also a day on which banks in New York City are open for business.

Absent a Failed Remarketing or an exercise of the related call option with respect to the October 25, 2017 reset date and until their next reset date, the interest rate for the class A-7A notes will be equal to the sum of an annual rate of three-month LIBOR (as determined on the second business day before the beginning of that accrual period as described in this free-writing prospectus under “Description of the Notes—The Notes—The Class A Notes—Distributions of Interest”) plus % based on the actual number of days elapsed in that accrual period and a 360-day year.

The interest rate for the class A-7A notes will be reset on each applicable reset date for such class.

Distributions of Principal. Principal payments are made or allocated to the class A noteholders and any applicable Swap Counterparty on each distribution date in an amount generally equal to the Principal Distribution Amount times the Class A Percentage for that distribution date, until the principal balance of each class of class A notes is reduced to zero (taking into account, if applicable, funds on deposit (exclusive of investment earnings) in any related accumulation account that, if distributed, would reduce the outstanding principal amount of the reset rate notes to zero).

Principal payments on the class A notes and to any applicable Swap Counterparty are generally funded from Available Funds and the other sources of funds available for payment described in this free-writing prospectus (subject to all prior required distributions). See “—The Class B Notes—Subordination of the Class B Notes,” “—Distributions” and “—Credit Enhancement” in this free-writing prospectus. If these sources are insufficient to pay the Class A Noteholders’ Principal Distribution Amount for a distribution date, the shortfall will be added to the principal payable to the class A noteholders and any applicable Swap Counterparty with respect to principal on subsequent distribution dates. Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the class A notes except at maturity of the applicable class of notes or on the final distribution upon termination of the trust.

Principal payments generally are applied on each distribution date in the priorities set forth under “—Distributions” below.

Absent an event of default, no principal will be paid to the class A-7A notes until the outstanding principal balance of the class A-6 notes has been reduced to zero.

The class A-1, class A-2, class A-3, class A-4 and class A-5 notes have been paid in full and will receive no further distributions from the trust.

As of the July 2017 distribution date, there were no sums on deposit in any accumulation account relating to the reset rate notes. There will be no payment of principal of the class A-7A notes from the trust on the current reset date.

However, notwithstanding any other provision to the contrary, following the occurrence of an event of default and the exercise by the indenture trustee of remedies under the indenture, principal payments on the class A notes and to each applicable Swap Counterparty will be made pro rata, without preference or priority, except that amounts on deposit in an accumulation account will be applied only to the payment of principal of the related class of reset rate notes.

The aggregate outstanding principal balance of each class of class A notes will be due and payable in full on its maturity date. The actual date on which the aggregate outstanding principal and accrued interest of a class of class A notes is paid may be earlier than its maturity date, based on a variety of factors as described in “Risk Factors” in this free-writing prospectus.

For a discussion on the ramifications of the termination of a currency swap agreement on principal payments, see “–Distributions–Distributions with respect to the Reset Rate Notes in Foreign Exchange Mode” in this free-writing prospectus.

The Class B Notes

Distributions of Interest. Interest accrues on the principal balance of the class B notes at the class B interest rate. Interest accrues during each accrual period and will be payable quarterly to the class B noteholders on each distribution date. Interest accrued as of any distribution date but not paid on that distribution date is due on the next distribution date, together with an amount equal to interest on the unpaid amount at the class B interest rate. Interest payments on the class B notes for any distribution date are generally funded from Available Funds and other sources of funds available for payment described in this free-writing prospectus (subject to all prior required distributions). See “—The Class B Notes—Subordination of the Class B Notes,” “—Distributions” and “—Credit Enhancement—Reserve Account” in this free-writing prospectus.

The annual interest rate for the class B notes with respect to each accrual period will be equal to three‑month LIBOR plus 0.30%. The administrator determines three-month LIBOR for the class B notes for all accrual periods in the same manner as for the class A notes described above under “—The Class A Notes—Distributions of Interest.”

Distributions of Principal. Principal payments will be made to the class B noteholders on each distribution date on and after the Stepdown Date, provided that a Trigger Event has not occurred and is not continuing, in an amount generally equal to the Class B Noteholders’ Principal Distribution Amount for that distribution date. Principal payments on the class B notes for any distribution date will generally be funded from the portion of Available Funds and the other sources of funds available for payment as described in this free-writing prospectus (subject to all prior required distributions). Amounts on deposit in the reserve account (other than amounts in excess of the Specified Reserve Account Balance) will not be available to make principal payments on the class B notes except at their maturity and on the final distribution upon termination of the trust. See “—Distributions” and “—Credit Enhancement—Reserve Account” below.

The outstanding principal balance of the class B notes will be due and payable in full on the class B maturity date to the extent of Available Funds. The actual date on which the final distribution on the class B notes will be made may be earlier than the class B maturity date, however, based on a variety of factors as described in “Risk Factors” in this free-writing prospectus.

Subordination of the Class B Notes. On any distribution date, distributions of interest on the class B notes will be subordinated to the payment of interest on the class A notes and amounts, if any, due to a Swap Counterparty for trust swap payments, and payment of the Class B Noteholders’ Principal Distribution Amount will be subordinated to the payment of both interest and the applicable Class A Noteholders’ Principal Distribution Amount, and amounts, if any, due to a Swap Counterparty for trust swap payments and any required deposits into any supplemental interest account and any investment reserve account. Consequently, on any distribution date, Available Funds and amounts on deposit in the reserve account remaining after payment of the primary servicing fee, the administration fee and any required deposits to the remarketing fee account will be applied to the payment of interest on the class A notes prior to any payment of interest on the class B notes, and no payments of the principal balance on the class B notes will be made on such distribution date until the class A notes have received the applicable Class A Noteholders’ Principal Distribution Amount. In addition, even after the class A notes have been paid in full (or sufficient amounts are on deposit in any accumulation account to pay the outstanding principal amount in full of the reset rate notes), the Class B Noteholders’ Principal Distribution Amount will be subordinated to the payment of any required deposits into any supplemental interest account and any investment reserve account.

Notwithstanding the foregoing, if

(1) on any distribution date following distributions under clauses (a) through (f) under “—Distributions—Distributions from the Collection Account” to be made on that distribution date, the outstanding principal balance of the class A notes, less amounts, other than investment earnings, on deposit in any accumulation account, would be in excess of:

the outstanding principal balance of the trust student loans plus

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

the balance of the capitalized interest account on the distribution date following those distributions made with respect to clauses (d)(1), (d)(2) and (e) under “—Distributions—Distributions from the Collection Account” below plus

the balance of the add-on consolidation loan account on such distribution date plus

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

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

(2) an event of default under the indenture affecting the class A notes has occurred and is continuing,

then, until the conditions described in (1) or (2) 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 any Supplemental Interest Account Deposit Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

The Reset Rate Notes

General. The applicable currency and interest rate for the reset rate notes will be reset from time to time in a currency and at an interest rate determined using the procedures described below. Currently, the class A-7A notes have been denominated in Euros and have borne interest at a floating rate as described above.

Interest.

Interest on a class of reset rate notes, during any reset period when such class bears interest at a fixed rate, will accrue daily and will be computed based on:

if such class is denominated in U.S. Dollars, a 360-day year consisting of twelve 30-day months; or

if such class is denominated in a currency other than U.S. Dollars, generally, the Actual/Actual (ISMA) accrual method or another day-count convention as set forth on the related Remarketing Terms Determination Date.

Interest on a class of reset rate notes, during any reset period when such class is denominated in U.S. Dollars and bears interest at a floating rate based on LIBOR, will be calculated using a rate of LIBOR that is determined for all accrual periods in the same manner as for the LIBOR-based class A notes as described above under “Description of the Notes—The Notes—The Class A Notes.” Interest will accrue daily and will be computed based on the actual number of days elapsed and a 360-day year. Interest on a class of reset rate notes, during any reset period when such class bears interest at a floating rate based on EURIBOR, GBP-LIBOR or another index (as has been the case with respect to the class A-7A notes during their initial reset period), will be computed as described above under “Description of the Notes—The Notes—The Class A Notes.”

An accrual period during any reset period when a class of reset rate notes bears interest at a floating rate, including both U.S. Dollar and non-U.S. Dollar denominated notes, will begin on a distribution date and end on the day before the next distribution date. An accrual period during any reset period when a class of reset rate notes bears a fixed rate of interest, including both U.S. Dollar and non-U.S. Dollar denominated notes, will begin on the 25th day of the month of the immediately preceding distribution date and end on the 24th day of the month of the then-current distribution date. The accrual periods and the distribution dates for payments of interest for such class may be monthly, quarterly, semi-annual or annual, as specified on the related Remarketing Terms Determination Date as described under “—Reset Periods” below. Interest and principal will be payable or allocated, as applicable, on each applicable distribution date.

However, during any reset period when a class of reset rate notes is denominated in a currency other than U.S. Dollars (including, with respect to the class A-7A notes, their initial reset period), if a distribution date for that class coincides with a reset date, payments of interest will be made to the related reset rate noteholders on the second business day following that distribution date (which we sometimes refer to as the “special reset payment date” in this free-writing prospectus), together with additional interest on the applicable principal balance at the related interest rate. Notwithstanding the foregoing, for any reset period when a class of reset rate notes is denominated in a currency other than U.S. Dollars, following a reset date upon which a Failed Remarketing has occurred, up to and including the reset date resulting in a successful remarketing or an exercise of the call option for the related class of reset rate notes (as described below), payments of interest and principal to the related class of reset rate noteholders will be made on the special reset payment date without the payment of any additional interest. If the class A-7A notes are successfully remarketed to maturity on the October 25, 2017 reset date, this provision will no longer be applicable to such class of notes.

Principal. In general, payments of principal will be made or allocated to a class of reset rate notes on each distribution date as described above. If, on any distribution date, principal would be payable to a class of reset rate notes during any reset period when they are then structured not to receive a payment of principal until the end of the related reset period (as will be the case, generally, but not exclusively, whenever such notes bear a fixed rate of interest), principal generally will be allocated to the applicable class of reset rate notes and deposited into the accumulation account until the next related reset date, when such amounts will be distributed to the related reset rate noteholders or to the related Swap Counterparty, as applicable, on or about that reset date. See “Description of the Notes—The Reset Rate Notes—Principal” in this free-writing prospectus.

Reset Periods. The current reset date for the class A-7A notes is October 25, 2017 and, assuming a successful remarketing on that date, the next reset date for the class A-7A notes will be January 25, 2018. We refer to these dates, together with each date thereafter on which the class A-7A notes may be reset with respect to the currency and/or interest rate mode, as a “reset date” and each period between the reset dates for such class as a “reset period.” All reset dates will occur on a distribution date, and each reset period will end on the day before a distribution date. However, no reset period may end after the day before the maturity date for the related class of reset rate notes. Depending on the rate and timing of prepayments on the trust student loans, the related reset rate notes may be repaid earlier than the next related reset date.

The applicable currency, interest rate and the frequency of principal payments on a class of reset rate notes will be reset as of each related reset date as determined by:

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

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

In the event that a class of reset rate notes is reset to pay (or continues to pay) the related noteholders in a currency other than U.S. Dollars (as has been the case with respect to the class A-7A notes during their initial reset period), such class is said to be in foreign exchange mode. In that case, the administrator will be responsible for arranging, on behalf of the trust, the required currency swap agreements to hedge, in whole or in part, against the currency exchange risks that result from the required payment to the applicable noteholders in a currency other than U.S. Dollars and, together with the remarketing agents, for selecting one or more Eligible Swap Counterparties. See “—Foreign Exchange Mode” below.

In the event that a class of reset rate notes is reset to bear (or continues to bear) a fixed rate of interest, the administrator will be responsible for arranging, on behalf of the trust, the required interest rate swaps to hedge the basis risk that results from the payment of a fixed rate of interest on such class and, together with the remarketing agents, for selecting one or more Eligible Swap Counterparties. See “—Fixed Rate Mode” below. In the event that a class of reset rate notes is reset to bear (or continues to bear) a floating rate of interest, the Spread will be determined in the manner described below for each reset period. See also “—Spread Determination Date” below.

Each reset period will be no less than three months and will always end on the day before a distribution date. Each distribution date when the reset rate noteholders will receive interest and/or principal payments will be determined by the remarketing agents, in consultation with the administrator, on the applicable Remarketing Terms Determination Date in connection with the establishment of each reset period.

Absent a Failed Remarketing, reset rate noteholders that wish to be repaid on a related reset date will be able to obtain a 100% repayment of principal by tendering their reset rate notes pursuant to the remarketing process; provided, that tender is deemed mandatory when such reset rate notes are denominated in a currency other than U.S. Dollars during either the then-current or the immediately following reset period (as has been the case during the initial reset period with respect to the class A-7A notes), as more fully discussed below. If there is a Failed Remarketing of a class of reset rate notes, however, the related reset rate noteholders will not be permitted to exercise any remedies as a result of the failure of their class of reset rate notes to be remarketed on the related reset date.

Interest on each class of reset rate notes during each reset period after the related initial reset period will accrue and be payable either:

at a floating interest rate, in which case such reset rate notes are said to be in floating rate mode; or

at a fixed interest rate, in which case such reset rate notes are said to be in fixed rate mode, in each case as determined by the remarketing agents, in consultation with the administrator and in accordance with the remarketing agreement and the applicable remarketing agency agreement.

Remarketing Terms Determination Date. On the Remarketing Terms Determination Date, unless notice of the exercise of the call option described below has already been given, the remarketing agents will notify the applicable reset rate noteholders whether tender is deemed mandatory or optional for their class of reset rate notes. Additionally, in consultation with the administrator, the remarketing agents will establish the following terms for the related class of reset rate notes by the Remarketing Terms Determination Date, which terms will be applicable during the upcoming reset period:

the weighted average life of such class of reset rate notes under several assumed prepayment scenarios;

the name and contact information of the remarketing agents;

the next reset date and reset period;

the applicable minimum denomination and additional increments;

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

the applicable currency;

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

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

whether such class of reset rate notes will be structured to amortize periodically or to receive a payment of principal only at the end of the related reset period (as will be the case, generally, but not exclusively, whenever the class A-7A notes bear a fixed rate of interest);

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

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

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

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

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

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

the applicable interest rate day-count basis; and

the related All Hold Rate, if applicable.

Any interest rate mode other than a floating rate based on LIBOR or a commercial paper rate will require that the Rating Agency Condition be satisfied.

The remarketing agents will communicate this information by written notice, through DTC, Euroclear and Clearstream, Luxembourg, as applicable, to the applicable reset rate noteholders, the indenture trustee and the rating agencies on the related Remarketing Terms Determination Date.

If a class of reset rate notes is denominated in U.S. Dollars during the then-current reset period and will continue to be denominated in U.S. Dollars during the immediately following reset period, on each related Remarketing Terms Determination Date, the remarketing agents, in consultation with the administrator, will establish the related All Hold Rate. In this event, on or before the Notice Date, the related reset rate noteholders will have the option to deliver a Hold Notice, in the absence of which their reset rate notes will be deemed to have been tendered. See “—Tender of Reset Rate Notes; Remarketing Procedures” below. If a class of reset rate notes either is in foreign exchange mode during the then-current reset period (as has been the case during the initial reset period with respect to the class A-7A notes) or will be reset into foreign exchange mode on the immediately following reset date, the related reset rate noteholders will be deemed to have tendered their class of reset rate notes on the related reset date, regardless of any desire by those noteholders to retain their ownership of any of their related class of reset rate notes, and no All Hold Rate will be applicable.

If applicable, the All Hold Rate will be the minimum rate of interest that will be effective for the upcoming reset period. In the event that the remarketing agents do not receive Hold Notices with respect to all of the reset rate notes for the next applicable reset period, and the rate of interest using the Spread or fixed rate of interest established on the Spread Determination Date is higher than the All Hold Rate, all reset rate notes for which a Hold Notice was delivered will be entitled to the higher rate of interest on those reset rate notes for the upcoming reset period. If 100% of the reset rate noteholders elect to hold all of their reset rate notes for the next applicable reset period, the rate of interest during the upcoming reset period will be the All Hold Rate.

If the remarketing agents, in consultation with the administrator, are unable to determine the terms set forth above that are required to be established on the applicable Remarketing Terms Determination Date, then, unless the holder of the call option chooses to exercise its call option, a Failed Remarketing will be declared on the related Spread Determination Date, all noteholders will retain their notes, the Failed Remarketing Rate will apply, and a reset period of three months will be established.

In addition, unless notice of the exercise of the call option has already been given, the administrator, not less than fifteen nor more than thirty calendar days prior to any remarketing terms determination date, will provide the required notices as described under “—Tender of Reset Rate Notes; Remarketing Procedures” below.

If a failed remarketing has been declared, all reset rate notes will be deemed to have been held by the holders on the related reset date at the failed remarketing rate regardless of any desire to tender their notes or any mandatory tender of their notes. With respect to any failed remarketing, the next reset period will be established as a three-month period.

Call Option. Each class of reset rate notes will be subject, as of each reset date, to a call option, held by Navient Corporation or one of its wholly-owned subsidiaries, for 100% of that class exercisable at a price equal to 100% of the principal balance of such class, less all amounts distributed to the related reset rate noteholders as a payment of principal, plus any accrued and unpaid interest not paid by the trust on the applicable reset date. The call option may be exercised by Navient Corporation or one of its wholly-owned subsidiaries at any time prior to the determination of the related Spread or fixed rate or the declaration of a Failed Remarketing on the related Spread Determination Date. Once notice is given, the holder of the call option may not rescind its exercise of that call option. If the call option is exercised with respect to a class of reset rate notes, the interest rate on such class of reset rate notes will be the Call Rate and the applicable currency will be U.S. Dollars. In that event, a reset period of three months will be established for such class of reset rate notes, at the end of which the holder of the call option may either remarket that class of reset rate notes pursuant to the remarketing procedures set forth below or retain those notes for one or more successive three-month reset periods at the existing Call Rate.

The interest rate will continue to apply for each reset period while the holder of an exercised call option retains the class A-7A notes.

Spread Determination Date. On each Spread Determination Date, the remarketing agents will set the applicable Spread above or below the applicable index (if such class of reset rate notes will be in floating rate mode during the next reset period) or the applicable fixed rate of interest (if such class of reset rate notes will be in fixed rate mode during the next reset period), in either case, at a rate that, in the reasonable opinion of the remarketing agents, will enable all tendering noteholders to receive a payment equal to 100% of the outstanding principal balance of their reset rate notes. Also, if applicable, the administrator and the remarketing agents will select from the bids received from the Eligible Swap Counterparty or Counterparties, with which the trust will enter into one or more swap agreements to hedge basis and/or currency risks for the next related reset period. Furthermore, if the reset rate notes are to be reset to foreign exchange mode, the currency exchange rate, the Extension Rate due to the related currency Swap Counterparty and the Failed Remarketing Rate for the applicable reset period will be determined pursuant to the terms of the related currency swap agreement. If required for the immediately following reset period, on or before the related Spread Determination Date the administrator will arrange for new or additional securities identification codes to be obtained.

In addition, on each spread determination date, the remarketing agents will send a written notice to DTC, Euroclear and Clearstream, Luxembourg, as applicable, with instructions to distribute such notice to its related participants in accordance with DTC’s, Euroclear’s and Clearstream, Luxembourg’s respective procedures, the indenture trustee, and the rating agencies setting forth the applicable spread or fixed rate of interest, as the case may be, any applicable currency exchange rate, and, if applicable, the identity of any swap counterparty or counterparties, including the floating rate (or rates) of interest to be due to each selected swap counterparty on each distribution date during the upcoming reset period as well as the extension rate and failed remarketing rate, if applicable.

Timeline. The following chart shows a timeline of the remarketing process:

SLM Student Loan Trust 2005-9 8-K