SLM Student Loan Trust 2005-8 - FORM 8-K - EX-99.3 - SUPPLEMENTAL REMARKETING AGENCY AGREEMENT - January 25, 2017

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EX-99.2 - REMARKETING AGENCY AGREEMENT - SLM Student Loan Trust 2005-8sl36455425-ex99_2.htm
EX-99.1 - AMENDED AND RESTATED REMARKETING AGREEMENT - SLM Student Loan Trust 2005-8sl36455425-ex99_1.htm
8-K - CURRENT REPORT - SLM Student Loan Trust 2005-8sl36455425-8k_20058.htm
Exhibit 99.3
SUPPLEMENTAL REMARKETING AGENCY AGREEMENT

SUPPLEMENTAL REMARKETING AGENCY AGREEMENT, dated as of January 20, 2017 (this “Agreement”), by and among SLM Student Loan Trust 2005-8 (the “Trust”), Navient Solutions, Inc. (the “Administrator”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, successor by merger to Banc of America Securities LLC (the “Remarketing Agent”).  The Remarketing Agent hereby agrees to attempt, on a reasonable efforts basis, to remarket the Reset Rate Notes (the “Notes”) described below that have been tendered by the holders thereof for sale on the Reset Date specified below at a price equal to 100% of the aggregate principal amount so tendered in accordance with the terms of this Agreement and of the Remarketing Agreement, dated as of October 15, 2009 (the “Remarketing Agreement”) and the Remarketing Agency Agreement, dated as of January 12, 2017 (the “Remarketing Agency Agreement”), each among the Trust, the Administrator and the Remarketing Agent, the terms of which are hereby incorporated by reference and made a part of this Agreement.  Capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreement.
 
The Remarketing Agent shall also have the option, but not the obligation, to purchase any tendered Notes at such price.  The option of the Remarketing Agent to purchase tendered Notes from the tendering Class A-4 Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreement.
 
All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreement.
 
 
CERTAIN TERMS OF THE NOTES
 
     
Trust:
  
SLM Student Loan Trust 2005-8
     
Remarketing Agent and Address:
  
Merrill Lynch, Pierce, Fenner & Smith Incorporated, successor by merger to Banc of America Securities LLC
One Bryant Park, Fourth Floor
New York, NY 10036
Attention: Christopher Jonas
 
     
Title of Notes:
  
Class A-4 Reset Rate Notes
     
Principal Amount of Notes to be Purchased:
  
$293,905,607.00 Class A-4 Reset Rate Notes
     
Title of Indenture:
  
Indenture, dated as of September 1, 2005, as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
     
Eligible Lender Trustee:
  
Deutsche Bank Trust Company Americas
     
Indenture Trustee:
  
Deutsche Bank National Trust Company
     
Current Ratings:
    
     
Moody’s Investors Service, Inc.:
  
Aaa(sf)
     
Standard & Poor’s Ratings Services:
  
AAA (sf)
     
Fitch Ratings, Inc.:
  
AAAsf
     
Interest Rate Mode:
    
     
☒ Floating Rate
  
Class A-4 Reset Rate Notes: Three-Month LIBOR plus 0.55%
     
                                Spread:    
     
☐ Fixed Rate
    
     
                                Spread:    
     
Yield to Maturity of Fixed Rate Pricing Benchmark:
    
     
                Fixed Rate:
    

2

Eligible Swap Counterparty (or Counterparties) and the floating rate (or rates) of interest payable by the Trust to each Eligible Swap Counterparty (or Counterparties):
  
N/A
     
Currency Denomination:
  
U.S. Dollars
     
Currency Exchange Rate:
  
N/A
     
Extension Rate:
  
N/A
     
All Hold Rate:
  
N/A
     
New Interest Rate:
  
As determined by application of the provisions set forth in this Agreement and in the Remarketing Agreement and Remarketing Agency Agreement.
     
Beneficial Owner Tender Provisions:
  
As set forth in the Preliminary Remarketing Prospectus dated January 12, 2017.  In the event that the Remarketing Agent fails to remarket all Notes validly tendered for Remarketing on the Reset Date, then the Remarketing Agent shall promptly notify the Administrator and the Indenture Trustee of such failure.
     
Failed Remarketing Rate:
  
Three-Month LIBOR + 0.75%
     
Form of Notes:
  
Global certificate registered in the name of the nominee of the applicable depository of the Notes, which is DTC, Clearstream, Luxembourg or Euroclear.  The beneficial owners of the Notes (“Beneficial Owners”) are not entitled to receive definitive certificates representing their Notes, except under limited circumstances.  A Beneficial Owner’s ownership of a Note currently is recorded on or through the records of the brokerage firm or other entity that is a participant in DTC, Clearstream, Luxembourg or Euroclear and that maintains such Beneficial Owner’s account.
     
Purchase Price:
  
100% of the principal amount of the tendered Notes Payable to DTC, Clearstream, Luxembourg or Euroclear for the Beneficial

3

   
Owners of tendered Notes.
     
Remarketing Fee for tendered notes (expressed as a percentage of the outstanding principal amount of the tendered Notes that successfully remarket, payable except in the case of a Failed Remarketing):
  
As set forth in the Remarketing Agency Agreement
     
Wire Instructions:
 
  
As set forth in the Closing Memorandum.
 
 
Other:
  
The Notes will be remarketed using a Preliminary Remarketing Prospectus, a Supplement to the Preliminary Remarketing Prospectus, a Final Remarketing Prospectus and several Free-Writing Prospectuses, each as furnished by the Administrator
     
Closing:
  
January 25, 2017
 
 
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The foregoing terms are hereby confirmed and agreed to as of this 20th day of January, 2017.
 
 
  SLM STUDENT LOAN TRUST 2005-8  
       
       
  By:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
  
   
not in its individual capacity but solely as Eligible Lender Trustee
  
       
       
 
By:
/s/ Michele H. Y. Voon   
    Name:  Michele H. Y. Voon   
    Title:    Vice President  
       
       
  By: /s/ Mark DiGiacomo  
    Name:  Mark DiGiacomo  
   
Title:    Vice President
  
       
       
       
  NAVIENT SOLUTIONS, INC., as Administrator  
       
       
  By: /s/ C. Scott Booher  
    Name:  C. Scott Booher  
   
Title:    Vice President
  
       
       
       
  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,  
    successor by merger to Banc of America Securities LLC  
       
  By: /s/ Benjamin Merrill  
    Name:  Benjamin Merrill  
   
Title:    Authorized Signatory