FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of November 3, 2023 (this
Supplemental Indenture), between Navient Corporation, a Delaware corporation (the Company), and The Bank of New York Mellon, a New York banking corporation, as trustee (the Trustee).
WHEREAS, the Company and the Trustee executed and delivered the base indenture, dated as of July 18, 2014 (the Base
Indenture, as supplemented by this Supplemental Indenture, the Indenture), to provide for the issuance of the Companys debt securities (the Securities), to be issued in one or more series;
WHEREAS, the Company and the Trustee executed and delivered the first supplemental indenture, dated as of November 6, 2014, to
provide for the establishment of two series of its notes under the Base Indenture known as its 5.000% Senior Notes due 2020 and its 5.875% Senior Notes due 2024;
WHEREAS, the Company and the Trustee executed and delivered the second supplemental indenture, dated as of March 27, 2015 (the
Second Supplemental Indenture), to provide for the establishment of a series of its notes under the Base Indenture known as its 5.875% Senior Notes due 2021;
WHEREAS, the Company and the Trustee executed and delivered the third supplemental indenture, dated as of July 29, 2016, to
provide for the establishment of a series of its notes under the Base Indenture known as its 6.625% Senior Notes due 2021;
WHEREAS, the Company and the Trustee executed and delivered the fourth supplemental indenture, dated as of September 16, 2016, to
provide for the establishment of a series of its notes under the Base Indenture known as its 7.250% Senior Notes due 2023;
WHEREAS, the Company and the Trustee executed and delivered the fifth supplemental indenture (the Fifth Supplemental
Indenture), dated as of March 7, 2017, to provide for the establishment of a series of its notes under the Base Indenture known as its 6.500% Senior Notes due 2022;
WHEREAS, the Company and the Trustee executed and delivered the sixth supplemental indenture, dated as of March 17, 2017, to issue
additional 5.875% Senior Notes due 2021 under the Base Indenture and the Second Supplemental Indenture;
WHEREAS, the Company and
the Trustee executed and delivered the seventh supplemental indenture, dated as of May 26, 2017, to provide for the establishment of a series of its notes under the Base Indenture known as its 6.750% Senior Notes due 2025;
WHEREAS, the Company and the Trustee executed and delivered the eighth supplemental indenture, dated as of June 9, 2017, to issue
additional 5.865% Senior Notes due 2021 under the Base Indenture and the Second Supplemental Indenture;
WHEREAS, the Company and
the Trustee executed and delivered the ninth supplemental indenture, dated as of December 4, 2017, to issue additional 6.500% Senior Notes due 2022 under the Base Indenture and the Fifth Supplemental Indenture;
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