-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HmVcYM32O1VGlAEzKq5Tnkk8j80lm1rt2o/0F7Yz2tjNMQxAkiLrdXBLeWHl+1aT w/1xIeqieoF7IH+vpHVw4A== 0001104659-06-021166.txt : 20060331 0001104659-06-021166.hdr.sgml : 20060331 20060331141648 ACCESSION NUMBER: 0001104659-06-021166 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLM Student Loan Trust 2005-7 CENTRAL INDEX KEY: 0001331696 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-103545-05 FILM NUMBER: 06727714 BUSINESS ADDRESS: STREET 1: 11600 SALLIE MAE DRIVE STREET 2: 1ST FLOOR CITY: RESTON STATE: VA ZIP: 20193 BUSINESS PHONE: 703-810-3000 MAIL ADDRESS: STREET 1: 11600 SALLIE MAE DRIVE STREET 2: 1ST FLOOR CITY: RESTON STATE: VA ZIP: 20193 10-K 1 a06-8157_110k.htm ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(D)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 10-K

(Mark One)

ý

 

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the fiscal year ended December 31, 2005 or

 

 

 

o

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the transition period from                to               

 

SLM FUNDING LLC

(Exact name of registrant as specified in its charter)

 

SLM Student Loan Trust 2005-7

(Exact name of issuing entity)

 

DELAWARE

 

(333-104887)

 

57-1176559

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. employer Identification No.)

 

12061 Bluemont Way, V3419
RESTON, VA 20190
(Address of principal executive offices)

(703) 984-6419
Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o   No  ý

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes  ý   No  o

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

                Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer  o          Accelerated Filer  o          Non-Accelerated Filer  ý

 

                Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  ý

Documents are incorporated by reference into this Form 10-K: None.

State the aggregate market value of the voting stock held by non-affiliates of the Registrant: None.

This Annual Report on Form 10-K is filed in reliance upon (i) certain no-action letters issued by the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission stating that the Division will not object if periodic reports filed by the Registrant pursuant to Sections 13 and 15(d) of the Securities and Exchange Act of 1934 are filed in the manner set forth in such letters and the requests for such letters and (ii) the Registrant’s filing letter accompanying the Registrant’s Current Report on Form 8-K filed with the Commission on or about November 6, 1995 in which the Registrant described the manner in which it intended to file such periodic reports.

 

 



 

PART I.

Item 2. Properties.

SLM Funding LLC, is the depositor for the SLM Student Loan Trust 2005-7. The property of the Trust consists of pools of education loans to students and parents of students made under the Federal Family Education Loan Program, all funds collected in respect thereof and monies on deposit in certain trust accounts together with rights to receive payments under certain swap transactions.

On an annual basis, the SLM Student Loan Trust 2005-7 is required to provide statements of compliance of its servicers and administrators. The Annual Statements of Compliance for the SLM Student Loan Trust 2005-7 are attached as Exhibit 99.1 hereto. These statements are required by:

                  Adminstration Agreement, dated as of August 11, 2005, among SLM Funding LLC,as the Depositor, Sallie Mae, Inc., as the Administrator, Sallie Mae, Inc., as the Servicer, SLM Student Loan Trust 2005-7, as the Trust, Deutsche Bank Trust Company Americas, as the Indenture Trustee, and Chase Bank USA, National Association, as the Eligible Lender Trustee; and

 

                  the Servicing Agreement, dated as of August 11, 2005 among the Servicer, the Trust, the Administrator, the Indenture Trustee and the Eligible Lender Trustee.

 

Item 3. Legal Proceedings.

Nothing to report.

Item 4. Submission of Matters to a Vote of Security Holders.

Nothing to report.

 

2



PART II.

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

Nothing to report.

Item 7. Other Related Events and Information.

Nothing to report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9B. Other Information.

Nothing to report.

 

3



PART III.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Nothing to report.

Item 13. Certain Relationships and Related Transactions.

Nothing to report.

 

4



 

PART IV.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)           Exhibits.    The following documents are filed as part of this Annual Report on Form 10-K:

 

Designation

 

Description

Exhibit 33.1

 

Section 302 Certification

 

 

 

Exhibit 99.1

 

Annual Statements of Compliance of the Administrator and the Servicer

 

 

 

Exhibit 99.2

 

Annual Independent Certified Public Accountant’s Report

 

(b)           Reports on Form 8-K.    The Registrant, on behalf of the SLM Student Loan Trust 2005-7, filed two (2) Current Report on Form 8-K with the Commission during the period covered by this report. They are:

 

              On August 17, 2005 in connection with the closing of SLM Student Loan Trust 2005-7; and

              On November 4, 2005 with the October 25, 2005 Quarterly Distribution Report.

 

5



 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the SLM Student Loan Trust 2005-7 has duly caused this report to be signed, on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 31, 2006

SLM FUNDING LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/  C.E. ANDREWS

 

 

Name:  C.E. Andrews

 

 

Title:    President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.

 

Signature

 

Capacity

 

Date

 

 

 

 

 

/s/ C.E. ANDREWS

 

 

 

March 31, 2006

C.E. Andrews

 

President (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Manager

 

 

 

 

 

 

 

/s/ THOMAS J. FITZPATRICK

 

Manager

 

March 31, 2006

Thomas J. Fitzpatrick

 

 

 

 

 

 

 

 

 

/s/ J. LANCE FRANKE*

 

Senior Vice President,

 

March 31, 2006

J. Lance Franke

 

Sallie Mae, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Victor A. Duva

 

Manager

 

March 31, 2006

 

 

 

 

 

Kenneth J. Uva

 

Manager

 

March 31, 2006

 


*

 

J. Lance Franke is signing in his capacity as a Senior Vice President of Sallie Mae, Inc., Sallie Mae, Inc. is one of the Managers of SLM Funding LLC.

 

6



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Exhibit

 

Sequentially
Numbered
Page

 

33.1

 

Section 302 Certificate

 

 

 

99.1

 

Annual Statements of Compliance of the Administrator and the Servicer

 

 

 

99.2

 

Annual Independent Certified Public Accountant’s Report

 

 

 

 

7


EX-33.1 2 a06-8157_1ex33d1.htm REPORT OF COMPLIANCE WITH SERVICING CRITERIA FOR ASSET-BACKED SECURITIES

Exhibit 33.1

 

CERTIFICATION

 

I, C. E. Andrews, certify that:

 

1.             I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of SLM Student Loan Trust 2005-7

 

2.             Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

 

3.             Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;

 

4.             Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and

 

5.             The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedures, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

 

Date: March 31, 2006

 

/s/ C.E. ANDREWS
C.E. Andrews
President and Chief Financial Officer
SLM Funding LLC,
as the Depositor for SLM Student Loan Trust 2005-7

 


EX-99.1 3 a06-8157_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

 Sallie Mae, Inc.

 12061 Bluemont Way

 Reston,VA 20190

 

 

Annual Officer Certificate

 

SLM Student Loan Trust 2005-7

 

Pursuant to Section 3.1 of the Administration Agreement (the “Agreement”) and Section 3.9 of the Trust Indenture (“the Indenture”), we, the undersigned, hereby certify that (I) a review has been made of the activities and performance of the Servicer and Administrator from January 1, 2005 through December 31, 2005, and (II) to the best of our knowledge, the Servicer and Administrator have fulfilled their obligations under the Agreement throughout such period. Additionally, pursuant to Section 11.1(b) (v) of the Indenture, all dispositions of collateral that occurred during the above period were in the ordinary course of the issuer’s business and the proceeds thereof were applied in accordance with the basic documents.

 

 

March 27, 2006

 

 

/s/ TED A. MORRIS

 

/s/ J. LANCE FRANKE

 

Authorized Officer

 

Authorized Officer

 


EX-99.2 4 a06-8157_1ex99d2.htm EXHIBIT 99

Exhibit 99.2

 

March 30, 2006

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Bank USA, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Deutsche Bank Trust Company Americas

60 Wall Street, 26 Floor

New York, New York 10005

 

Report of Independent Accountants

 

SLM Student Loan Trust 2005-7

 

We have examined management’s assertion included in the accompanying report titled Report of Management on Compliance by Administrator, that Sallie Mae, Inc. (the “Company”) complied, in all material respects, with the terms and conditions of
Sections 2.3(a)(1), 2.3(a)(2), 2.4, 2.6(a), 2.7(a), 2.7(b), 2.7(c), 2.9(a), 2.9(b), 2.11, 3.1(b), 3.1(c), 3.1(d), 3.2(a), 3.2(c) and 3.2(d) of the Administration Agreement among the Company, Chase Bank USA, National Association, Deutsche Bank Trust Company Americas and Sallie Mae, Inc., as Servicer (the “Agreement”) pursuant to the SLM Student Loan Trust 2005-7, for the period August 11, 2005 through December 31, 2005. The Company’s management is responsible for the assertion. Our responsibility is to express an opinion on the assertion based on our examination.

 

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence supporting management’s assertion and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.

 



 

In our opinion, management’s assertion that the Company complied with the aforementioned requirements during the period August 11, 2005 through December 31, 2005 is fairly stated, in all material respects.

 

This report is intended solely for the information and use of management, the board of directors, Chase Bank USA, National Association and Deutsche Bank Trust Company Americas and is not intended to be and should not be used by anyone other than these specified parties.

 

Very truly yours,

 

/s/ PRICEWATERHOUSECOOPERS

 

 



 

Report of Management on Compliance by Administrator

 

I acknowledge that as a member of management of Sallie Mae, Inc. (the “Company”), we are responsible for ensuring compliance with the terms and conditions of Sections 2.3(a)(1), 2.3(a)(2), 2.4, 2.6(a), 2.7(a), 2.7(b), 2.7(c), 2.9(a), 2.9(b), 2.11, 3.1(b), 3.1(c), 3.1(d), 3.2(a), 3.2(c) and 3.2(d) of the Administration Agreement among the Company, Chase Bank USA, National Association, Deutsche Bank Trust Company Americas and Sallie Mae, Inc., as Servicer, (the “Agreement”) pursuant to the SLM Student Loan Trust 2005-7. We are also responsible for establishing and maintaining effective internal control over compliance with the terms and conditions of the Agreement.

 

We have performed an evaluation of the Company’s compliance with the conditions of the Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the period August 11, 2005 through December 31, 2005.

 

March 30, 2006

 

 

/s/ J. LANCE FRANKE

 

J. Lance Franke

Senior Vice President

Sallie Mae, Inc.

 



 

March 30, 2006

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Bank USA, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Deutsche Bank Trust Company Americas

60 Wall Street, 26 Floor

New York, New York 10005

 

Report of Independent Accountants

 

SLM Student Loan Trust 2005-7

 

We have examined management’s assertion, included in the accompanying report titled Report of Management on Compliance by Servicer, that Sallie Mae, Inc., (the “Company”) complied, in all material respects, with the terms and conditions of the following:

 

                  Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, and 3.10 of the Servicing Agreement.

                  Pursuant to Section 3.15 of the Servicing Agreement; Sections 2.4, 2.5A, 2.6A, 2.6B, 3.1A, and 3.2B of the Administration Agreement.

 

The Servicing Agreement exists among the Company, Chase Bank USA, National Association, Deutsche Bank Trust Company Americas, and Sallie Mae, Inc., as Administrator, (the “Agreement”) pursuant to the SLM Student Loan Trust 2005-7, for the period August 11, 2005 through December 31, 2005. The Company’s management is responsible for the assertion. Our responsibility is to express an opinion on the assertion based on our examination.

 

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence supporting management’s assertion and performing such other procedures as

 



 

we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with specified requirements.

 

In our opinion, management’s assertion that the Company complied with the aforementioned requirements during the period August 11, 2005 through December 31, 2005 is fairly stated, in all material respects.

 

This report is intended solely for the information and use of management, the board of directors, Chase Bank USA, National Association and Deutsche Bank Trust Company Americas and is not intended to be and should not be used by anyone other than these specified parties.

 

Very truly yours,

 

/s/ PRICEWATERHOUSECOOPERS

 

 



 

Report of Management on Compliance by Servicer

 

I acknowledge that as a member of management of Sallie Mae, Inc., (the “Company”), we are responsible for ensuring compliance with the terms and conditions of the following:

 

                  Sections 2.2, 2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, and 3.10 of the Servicing Agreement.

                  Pursuant to Section 3.15 of the Servicing Agreement; Sections 2.4, 2.5A, 2.6A, 2.6B, 3.1A, and 3.2B of the Administration Agreement.

 

The Servicing Agreement exists among the Company, Chase Bank USA, National Association, Deutsche Bank Trust Company Americas, and the Sallie Mae Inc., as Administrator, (the “Agreement”) pursuant to the SLM Student Loan Trust 2005-7. We are also responsible for reviewing and ensuring implementation of, and ongoing compliance with, effective internal control over compliance with the terms and conditions of the Agreement.

 

On an ongoing basis we evaluate the Company’s compliance with the terms and conditions of the Sections in Agreement indicated above. Based on this management oversight and evaluation, we assert that the Company complied, in all material respects, with the terms and conditions of the Sections in the Agreement indicated above for the period August 11, 2005 through December 31, 2005.

 

March 30, 2006

 

 

/s/ JOHN F. WALLERSTEDT

 

John F. Wallerstedt

Vice President,

Sallie Mae, Inc.

 


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