Pheaa Student Loan Foundation Inc

SEE SCHEDULE O.

THE FOUNDATION FORMS SPECIAL PURPOSE STATUTORY TRUSTS UNDER THE LAWS OF THE STATE OF DELAWARE. THE PRINCIPAL PURPOSE OF THE TRUSTS ARE TO SECURITIZE STUDENT LOANS AND RELATED ASSETS, AND TO ACQUIRE STUDENT LOANS FROM THE FOUNDATION AND ISSUE PROMISSORY NOTES SECURED BY A PLEDGE OF SUCH ASSETS. HOWEVER, AS A CASH BASIS TAXPAYER, THE FOUNDATION DOES NOT HAVE TO RECOGNIZE ITS RESIDUAL INTEREST AS REVENUE UNTIL THE CASH FLOWS BECOME AVAILABLE. THE FOUNDATION DISTRIBUTES TO PHEAA, FROM TIME TO TIME, ALL OF THE CASH FLOWS DERIVED FROM THE STUDENT LOAN TRUSTS, NET OF EXPENSES (OPERATING EXPENSES AND PRINCIPAL, AND INTEREST PAYMENT TO INVESTORS). PHEAA USES THE GRANTS AND THE PROCEEDS FROM THE SALE OF THE STUDENT LOANS TO CONTINUE OTHER ACTIVITIES THAT SUBSIDIZE THE COSTS OF HIGHER EDUCATION AND SATISFY PHEAA'S STATUTORY MISSION. SINCE INCEPTION, THE FOUNDATION HAS FORMED FOURTEEN SPECIAL PURPOSE TRUSTS. AS OF THE END OF THE REPORTING PERIOD, THIRTEEN OF THE SPECIAL PURPOSE TRUSTS REMAIN ACTIVE. ON JULY 14, 2011, PHEAA STUDENT LOAN TRUST 2011-1 ISSUED NOTES IN THE AMOUNT OF $1,676,400,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON NOVEMBER 14, 2012, PHEAA STUDENT LOAN TRUST 2012-1 ISSUED NOTES IN THE AMOUNT OF $536,400,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JUNE 12, 2013, PHEAA STUDENT LOAN TRUST 2013-1 ISSUED NOTES IN THE AMOUNT OF $583,950,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JULY 30, 2013, PHEAA STUDENT LOAN TRUST 2013-2 ISSUED NOTES IN THE AMOUNT OF $331,300,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON NOVEMBER 20, 2013, PHEAA STUDENT LOAN TRUST 2013-3 ISSUED NOTES IN THE AMOUNT OF $517,850,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON MARCH 14, 2014, PHEAA STUDENT LOAN TRUST 2014-1 ISSUED NOTES IN THE AMOUNT OF $573,800,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JUNE 17, 2014, PHEAA STUDENT LOAN TRUST 2014-2 ISSUED NOTES IN THE AMOUNT OF $611,850,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON SEPTEMBER 18, 2014, PHEAA STUDENT LOAN TRUST 2014-3 ISSUED NOTES IN THE AMOUNT OF $646,700,000, AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON APRIL 22, 2015, PHEAA STUDENT LOAN TRUST 2015-1 ISSUED NOTES IN THE AMOUNT OF $636,900,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON SEPTEMBER 14, 2016, PHEAA STUDENT LOAN TRUST 2016-1 ISSUED NOTES IN THE AMOUNT OF $543,523,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON NOVEMBER 22, 2016, PHEAA STUDENT LOAN TRUST 2016-2 ISSUED NOTES IN THE AMOUNT OF $382,700,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON OCTOBER 29, 2018, PHEAA STUDENT LOAN TRUST 2018-1 ISSUED NOTES IN THE AMOUNT OF $426,700,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JULY 12, 2013, PHEAA WAREHOUSE FACILITY TRUST 2013-1 (WAREHOUSE TRUST 2013-1) BEGAN OPERATIONS AND IS A SHORT-TERM FINANCING FACILITY. WAREHOUSE TRUST 2013-1 IS TO PLEDGE, SELL, TRANSFER OR CONVEY STUDENT LOANS OR OTHER ASSETS AQUIRED OR TO BE ACQUIRED TO OTHER THIRD PARTIES OR SPECIAL PURPOSE ENTITIES, OR TO OBTAIN REPLACEMENT FINANCING FOR ANY ASSETS ACQUIRED OR TO BE ACQUIRED THROUGH SECURITIZATION TRANSACTIONS IN ORDER TO ACCOMPLISH OR FACILITATE ONE OR MORE OF PHEAA'S STATUTORY PURPOSES.

THE FOUNDATION FORMS SPECIAL PURPOSE STATUTORY TRUSTS UNDER THE LAWS OF THE STATE OF DELAWARE. THE PRINCIPAL PURPOSE OF THE TRUSTS ARE TO SECURITIZE STUDENT LOANS AND RELATED ASSETS, AND TO ACQUIRE STUDENT LOANS FROM THE FOUNDATION AND ISSUE PROMISSORY NOTES SECURED BY A PLEDGE OF SUCH ASSETS. HOWEVER, AS A CASH BASIS TAXPAYER, THE FOUNDATION DOES NOT HAVE TO RECOGNIZE ITS RESIDUAL INTEREST AS REVENUE UNTIL THE CASH FLOWS BECOME AVAILABLE. THE FOUNDATION DISTRIBUTES TO PHEAA, FROM TIME TO TIME, ALL OF THE CASH FLOWS DERIVED FROM THE STUDENT LOAN TRUSTS, NET OF EXPENSES (OPERATING EXPENSES AND PRINCIPAL, AND INTEREST PAYMENT TO INVESTORS). PHEAA USES THE GRANTS AND THE PROCEEDS FROM THE SALE OF THE STUDENT LOANS TO CONTINUE OTHER ACTIVITIES THAT SUBSIDIZE THE COSTS OF HIGHER EDUCATION AND SATISFY PHEAA'S STATUTORY MISSION. SINCE INCEPTION, THE FOUNDATION HAS FORMED FOURTEEN SPECIAL PURPOSE TRUSTS. AS OF THE END OF THE REPORTING PERIOD, THIRTEEN OF THE SPECIAL PURPOSE TRUSTS REMAIN ACTIVE. ON JULY 14, 2011, PHEAA STUDENT LOAN TRUST 2011-1 ISSUED NOTES IN THE AMOUNT OF $1,676,400,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON NOVEMBER 14, 2012, PHEAA STUDENT LOAN TRUST 2012-1 ISSUED NOTES IN THE AMOUNT OF $536,400,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JUNE 12, 2013, PHEAA STUDENT LOAN TRUST 2013-1 ISSUED NOTES IN THE AMOUNT OF $583,950,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JULY 30, 2013, PHEAA STUDENT LOAN TRUST 2013-2 ISSUED NOTES IN THE AMOUNT OF $331,300,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON NOVEMBER 20, 2013, PHEAA STUDENT LOAN TRUST 2013-3 ISSUED NOTES IN THE AMOUNT OF $517,850,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON MARCH 14, 2014, PHEAA STUDENT LOAN TRUST 2014-1 ISSUED NOTES IN THE AMOUNT OF $573,800,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JUNE 17, 2014, PHEAA STUDENT LOAN TRUST 2014-2 ISSUED NOTES IN THE AMOUNT OF $611,850,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON SEPTEMBER 18, 2014, PHEAA STUDENT LOAN TRUST 2014-3 ISSUED NOTES IN THE AMOUNT OF $646,700,000, AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON APRIL 22, 2015, PHEAA STUDENT LOAN TRUST 2015-1 ISSUED NOTES IN THE AMOUNT OF $636,900,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON SEPTEMBER 14, 2016, PHEAA STUDENT LOAN TRUST 2016-1 ISSUED NOTES IN THE AMOUNT OF $543,523,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON NOVEMBER 22, 2016, PHEAA STUDENT LOAN TRUST 2016-2 ISSUED NOTES IN THE AMOUNT OF $382,700,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON OCTOBER 29, 2018, PHEAA STUDENT LOAN TRUST 2018-1 ISSUED NOTES IN THE AMOUNT OF $426,700,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JULY 12, 2013, PHEAA WAREHOUSE FACILITY TRUST 2013-1 (WAREHOUSE TRUST 2013-1) BEGAN OPERATIONS AND IS A SHORT-TERM FINANCING FACILITY. WAREHOUSE TRUST 2013-1 IS TO PLEDGE, SELL, TRANSFER OR CONVEY STUDENT LOANS OR OTHER ASSETS AQUIRED OR TO BE ACQUIRED TO OTHER THIRD PARTIES OR SPECIAL PURPOSE ENTITIES, OR TO OBTAIN REPLACEMENT FINANCING FOR ANY ASSETS ACQUIRED OR TO BE ACQUIRED THROUGH SECURITIZATION TRANSACTIONS IN ORDER TO ACCOMPLISH OR FACILITATE ONE OR MORE OF PHEAA'S STATUTORY PURPOSES.