0001140361-18-016133.txt : 20180330 0001140361-18-016133.hdr.sgml : 20180330 20180330125101 ACCESSION NUMBER: 0001140361-18-016133 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20171231 0001164019 0000893955 FILED AS OF DATE: 20180330 DATE AS OF CHANGE: 20180330 ABS ASSET CLASS: Student loans FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLC Student Loan Trust 2010-1 CENTRAL INDEX KEY: 0001493611 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-164557-01 FILM NUMBER: 18725502 BUSINESS ADDRESS: STREET 1: 4000 REGENT BOULEVARD STREET 2: C2B-260 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: (469) 220-4928 MAIL ADDRESS: STREET 1: 4000 REGENT BOULEVARD STREET 2: C2B-260 CITY: IRVING STATE: TX ZIP: 75063 10-K 1 form10k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2017 or

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

For the transition period from                     to_________

Commission file number of issuing entity: 333-164557-01

Central Index Key of issuing entity: 0001493611


 
SLC STUDENT LOAN TRUST 2010-1
(Exact name of issuing entity as specified in its charter)

Commission file number of depositor: 333-164557

Central Index Key of depositor: 0001164019

SLC STUDENT LOAN RECEIVABLES I, INC.
(Exact name of depositor as specified in its charter)

Central Index Key of sponsor: 0000893955

THE STUDENT LOAN CORPORATION
(Exact name of sponsor as specified in its charter)

Delaware
 
04-3598719
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
4000 Regent Boulevard
C2B-260
Irving, Texas
 
75063
(Address of principal executive offices)
 
(Zip Code)

 
Registrant’s telephone number, including area code: (469) 220-4928

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 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

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  ☒    No  ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☐    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer
Accelerated filer
       
Non-accelerated filer
☒  (Do not check if a smaller reporting company)
Smaller reporting company

 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No   ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

REGISTRANT HAS NO VOTING OR NON-VOTING COMMON EQUITY OUTSTANDING HELD BY NON-AFFILIATES.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of December 31, 2017.

NOT APPLICABLE.

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders).

NOT APPLICABLE.
 


PART I

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 1.
Business.

Item 1A.
Risk Factors.

Item 2.
Properties.

Item 3.
Legal Proceedings.

Item 1B.
Unresolved Staff Comments.

None.

Item 4.
Mine Safety Disclosures.

Not applicable.

The following substitute information is provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets.

No single obligor represents 10% or more of the asset pool held by SLC Student Loan Trust 2010-1 (the “Trust”).

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.

No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Trust or payments on the notes (the “Notes”) or the certificate (the “Certificate”) issued by the Trust.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

No entity or group of affiliated entities provides any external derivative instruments to either payment on the pool assets held by the Trust or payments on the Notes or the Certificate.

Item 1117 of Regulation AB. Legal Proceedings.

Other than as stated in the following paragraphs, there are no legal proceedings that would be material to investors that are pending against the depositor, the issuing entity or, to the knowledge of the registrant and not previously disclosed, the sponsor, Deutsche Bank Trust Company Americas, Deutsche Bank National Trust Company or Navient Solutions, LLC (formerly, Navient Solutions, Inc.), nor does the registrant know of any such proceeding contemplated by any governmental authorities.
 
2

The following four paragraphs are disclosure received from Navient Solutions, LLC (formerly, Navient Solutions, Inc.), the successor subservicer for this transaction.
 
On January 18, 2017, the CFPB and Attorneys General for the State of Illinois and the State of Washington (collectively the “Attorneys General”) initiated civil actions naming Navient Corporation (the "Company") and several of its subsidiaries 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. These civil actions are related to the Civil Investigative Demands and the Notice and Opportunity to Respond and Advise letter that were previously issued by the CFPB and the Attorneys General. In addition to these matters, a number of lawsuits have been filed by nongovernmental parties or may be filed by additional governmental or nongovernmental parties, including other state attorneys general or private litigants, seeking damages or other remedies related to similar 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 Corporation and Navient Solutions, LLC as defendants alleging claims and seeking legal and equitable relief that are substantially similar to claims made and relief by the CFPB and other Attorneys General.  The Company 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 our Motion to Dismiss and in May 2017, we filed our response.  A hearing on our Motion to Dismiss was held on June 27, 2017 and the Court denied our motion on August 4, 2017.  On May 24, 2017, the WA AG filed their response to our Motion to Dismiss and on July 5, 2017, we filed our response.  The Motion to Dismiss was denied on July 10, 2017, after a hearing.  On May 24, 2017, the IL AG filed their response to our Motion to Dismiss and on June 30, 2017, we filed our response. A hearing on our Motion to Dismiss was held on July 18, 2017 and as of March 28, 2018, the Court has not ruled on the motion.   In relation to the Pennsylvania Attorney General lawsuit, the Company filed its Motion to Dismiss on December 22, 2017.  The motion has not been heard by the court.  As the Company has previously stated, we believe the suits improperly seek to impose penalties on Navient based on new servicing standards applied retroactively and applied only against one servicer and that the allegations are false. We intend to vigorously defend against the allegations included in these lawsuits and any subsequent lawsuits that may be filed by governmental or nongovernmental parties, including other state attorneys general or private litigants, seeking similar damages and remedies. At this point in time, the Company is unable to anticipate the timing of a resolution or the ultimate impact that these legal proceedings may have on the Company’s consolidated financial position, liquidity, results of operation or cash flows. As a result, it is not possible at this time to estimate a range of potential exposure, if any, for amounts that may be payable in connection with these matters and reserves have not been established. It is possible that an adverse ruling or rulings may have a material adverse impact on the Company.
 
During the first quarter of 2016, Navient Corporation, certain Navient officers and directors, and the underwriters of certain Navient securities offerings 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 our Motion to Dismiss on September 6, 2017 and dismissed the complaint in its entirety without prejudice. The plaintiffs filed a further amended and restated complaint on November 17, 2017.  The Navient defendants intend to vigorously defend against the allegations.
 
During the fourth quarter of 2017, Navient Corporation and certain Navient officers were named in two putative class action lawsuits filed on behalf of certain investors in Navient stock entitled Pope v. Navient Corporation, et al and Gross v. Navient Corporation, et al.  These cases have been consolidated.  The Navient defendants intend to vigorously defend against these allegations.
 
At this stage in the proceedings, we are 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. As a result, it is not possible at this time to estimate a range of potential exposure, if any, for amounts that may be payable in connection with these matters and reserves have not been established. It is possible that an adverse ruling or rulings may have a material adverse impact on the Company.

The following seven paragraphs are disclosure received from Deutsche Bank National Trust Company (“DBNTC”), the successor indenture trustee and successor indenture administrator for the SLC Student Loan Trust 2010-1 transaction, and Deutsche Bank Trust Company Americas (“DBTCA”), the successor eligible lender trustee for the SLC Student Loan Trust 2010-1 transaction:

Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) have been sued by investors in civil litigation concerning their role as trustees of certain residential mortgage backed securities (“RMBS”) trusts.
 
3

On June 18, 2014, a group of investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a derivative action against DBNTC and DBTCA in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the U.S. Trust Indenture Act of 1939 (TIA), breach of contract, breach of fiduciary duty and negligence based on DBNTC and DBTCA’s alleged failure to perform their duties as trustees for the trusts. Plaintiffs subsequently dismissed their state court complaint and filed a derivative and class action complaint in the U.S. District Court for the Southern District of New York on behalf of and for the benefit of 564 private-label RMBS trusts, which substantially overlapped with the trusts at issue in the state court action. The complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $89.4 billion, but the complaint does not include a demand for money damages in a sum certain. DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the court partially granted the motion on procedural grounds: as to the 500 trusts that are governed by Pooling and Servicing Agreements, the court declined to exercise jurisdiction. The court did not rule on substantive defenses asserted in the motion to dismiss.  On March 22, 2016, plaintiffs filed an amended complaint in federal court.  In the amended complaint, in connection with 62 trusts governed by indenture agreements, plaintiffs assert claims for breach of contract, violation of the TIA, breach of fiduciary duty, and breach of duty to avoid conflicts of interest.   The amended complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $9.8 billion, but the complaint does not include a demand for money damages in a sum certain.  On July 15, 2016, DBNTC and DBTCA filed a motion to dismiss the amended complaint.  On January 23, 2017, the court granted in part and denied in part DBNTC and DBTCA’s motion to dismiss.  The court granted the motion to dismiss with respect to plaintiffs’ conflict-of-interest claim, thereby dismissing it, and denied the motion to dismiss with respect to plaintiffs’ breach of contract claim (except as noted below) and claim for violation of the TIA, thereby allowing those claims to proceed.  On January 26, 2017, the parties filed a joint stipulation and proposed order dismissing plaintiffs’ claim for breach of fiduciary duty.  On January 27, 2017, the court entered the parties’ joint stipulation and ordered that plaintiffs’ claim for breach of fiduciary duty be dismissed.  On February 3, 2017, following a hearing concerning DBNTC and DBTCA’s motion to dismiss on February 2, 2017, the court issued a short form order dismissing (i) plaintiffs’ representation and warranty claims as to 21 trusts whose originators and/or sponsors had entered bankruptcy and the deadline for asserting claims against such originators and/or sponsors had passed as of 2009 and (ii) plaintiffs’ claims to the extent they were premised upon any alleged pre-Event of Default duty to terminate servicers.  On March 27, 2017, DBNTC and DBTCA filed an answer to the amended complaint.  On January 26, 2018, Plaintiffs filed a motion for class certification.  The motion is being briefed by the parties.  Discovery is ongoing.

On March 25, 2016, the BlackRock plaintiffs filed a state court action against DBTCA in the Superior Court of California, Orange County with respect to 513 trusts.  On May 18, 2016, plaintiffs filed an amended complaint with respect to 465 trusts, and included DBNTC as an additional defendant.  The amended complaint asserts three causes of action:  breach of contract; breach of fiduciary duty; and breach of the duty to avoid conflicts of interest.  Plaintiffs purport to bring the action on behalf of themselves and all other current owners of certificates in the 465 trusts.  The amended complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $75.7 billion, but does not include a demand for money damages in a sum certain.  On August 22, 2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs’ breach of fiduciary duty cause of action and breach of the duty to avoid conflicts of interest cause of action and motion to strike as to Plaintiffs’ breach of contract cause of action.  On October 18, 2016, the court granted DBNTC and DBTCA’s demurrer, providing Plaintiffs with thirty days’ leave to amend, and denied DBNTC and DBTCA’s motion to strike.  Plaintiffs did not further amend their complaint and, on December 19, 2016, DBNTC and DBTCA filed an answer to the amended complaint.  On January 17, 2018, Plaintiffs filed a motion for class certification.  The motion is being briefed by the parties.  Discovery is ongoing.
 
On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue.  On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC.  DBTCA serves as trustee for one of the 43 trusts at issue.  DBNTC serves as trustee for the other 42 trusts at issue.  Plaintiffs’ third amended complaint brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of the Streit Act; and breach of the covenant of good faith.  However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal.  Plaintiffs allege damages of “hundreds of millions of dollars.”  On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint.  Discovery is ongoing.
 
4

On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the U.S. District Court for the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue.  On November 30, 2017, Commerzbank filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC.  DBTCA serves as trustee for 1 of the 50 trusts at issue.  DBNTC serves as trustee for the other 49 trusts at issue.  Commerzbank’s second amended complaint brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith.  However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissed Commerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights on appeal.  The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but the complaint does not include a demand for money damages in a sum certain.  On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint.  Discovery is ongoing.

On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts.  On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of New York’s Streit Act, violation of the Trust Indenture Act, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code.  IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages.  On October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss.  On January 6, 2017, IKB filed a notice of discontinuance, voluntarily dismissing with prejudice all claims as to three trusts.  As of January 17, 2017, DBNTC and DBTCA’s motion to dismiss has been briefed and is awaiting decision by the court.  On June 20, 2017, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to four additional trusts.  Certain limited discovery is permitted to go forward while the motion to dismiss is pending.
 
It is DBTCA’s and DBNTC’s belief that they have no pending legal proceedings (including, based on DBTCA’s and DBNTC’s present evaluation, the litigation disclosed in the immediately preceding six paragraphs) that would materially affect their ability to perform their duties as trustee under the indenture for this transaction.
 
5

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 6.
Selected Financial Data.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.

Item 8.
Financial Statements and Supplementary Data.

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

Item 9A.
Controls and Procedures.

Item 9B.
Other Information.

Nothing to report.

PART III

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 10.
Directors, Executive Officers and Corporate Governance.

Item 11.
Executive Compensation.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13.
Certain Relationships and Related Transactions, and Director Independence.

Item 14.
Principal Accountant Fees and Services.

The following substitute information is provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

The reports required by Item 1122(a) and (b) of, or relating to, all parties determined by the registrant to be participating in the servicing function with respect to the issuing entity are attached to this Form 10-K as Exhibits 33.1, 33.2, 34.1 and 34.2.

Item 1123 of Regulation AB. Servicer Compliance Statement.

The statements required by Item 1123 are attached to this Form 10-K as Exhibits 35.1 and 35.2.
 
6

PART IV

Item 15.
Exhibits and Financial Statement Schedules.

(a)
The following documents are filed as part of this report:

1.
Not applicable.

2.
Not applicable.

3.
See Item 15(b) below.

(b)
Exhibits Required by Item 601 of Regulation S-K.

Exhibit
Number
 
Description
     
 
     
 
     
 
Indenture, dated as of July 6, 2010, among SLC Student Loan Trust 2010-1 (the “Trust”), Deutsche Bank Trust Company Americas (as successor to Citibank, N.A.), as eligible lender trustee (the “Eligible Lender Trustee”), Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas (which itself was successor to Citibank, N.A.)) as indenture administrator (in such capacity, the “Indenture Administrator”), and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas (which itself was successor to U.S. Bank National Association)) as indenture trustee (in such capacity, the “Indenture Trustee”), incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Trust on July 6, 2010 (File No. 333-164557-01).
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 
7

 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 

*
Filed herewith
 
8

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
SLC STUDENT LOAN RECEIVABLES I, INC.
     
Dated: March 30, 2018
By:
/s/ Calvin C. Balliet
   
Name:
Calvin C. Balliet
   
Title:
Chairman of the Board
   
(senior officer in charge of securitization of the depositor)
 
9

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.
 
 
10

EX-31 2 ex31.htm EXHIBIT 31

Exhibit 31

CERTIFICATION

I, Calvin C. Balliet, certify that:

1.
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of SLC Student Loan Trust 2010-1 (the “Exchange Act periodic reports”);

2.
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do 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 with respect to the period covered by this report;

3.
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4.
Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

5.
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:  The Student Loan Corporation, Navient Solutions, LLC, Deutsche Bank National Trust Company, Deutsche Bank Trust Company Americas and Wilmington Trust Company.

Date:  March 30, 2018

 
By:
/s/ Calvin C. Balliet
 
   
Name:  Calvin C. Balliet
 
   
Title:  Chairman of the Board
 
   
SLC Student Loan Receivables I, Inc., as depositor
 
   
(senior officer in charge of securitization of the depositor
 

 

EX-33.1 3 ex33_1.htm EXHIBIT 33.1

Exhibit 33.1
 
MANAGEMENT’S ASSERTION OF COMPLIANCE
 
Management of the Trust & Agency Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the “Company”) is responsible for assessing the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission to determine which criteria are applicable to the Company in respect of the servicing platform described below.  Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:

Platform:  Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006,  for which the Company provides trustee, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the “Platform”).

Applicable Servicing Criteria:  All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(4)(iv) – 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”).  With respect to Applicable Servicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and 1122(d)(4)(iii) there were no activities performed during the year ended December 31, 2017 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.

Period:  Year ended December 31, 2017 (the “Period”).

Management's interpretation of Applicable Servicing Criteria:  The Company’s management has determined that servicing criterion 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements.  It is management's interpretation that the Company has no other active back-up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the Period.  The Company’s management has determined that servicing criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors.  The Company’s management has determined that servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements.

With respect to the Platform as of and for the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:

·
The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

·
The Company’s management has assessed compliance with the Applicable Servicing Criteria.  In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

·
Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.
 

     
DEUTSCHE BANK NATIONAL TRUST COMPANY
 
         
 
By:
/s/ 
David Co
 
     
Name: David Co
 
     
Its: Director
 
         
 
By:
/s/ 
Matt Bowen
 
     
Name: Matt Bowen
 
     
Its: Managing Director
 
         
 
By:
/s/ 
Kevin Fischer
 
     
Name: Kevin Fischer
 
     
Its: Director
 
         
  DEUTSCHE BANK TRUST COMPANY AMERICAS  
         
 
By:
/s/ 
David Co
 
     
Name: David Co
 
     
Its: Director
 
         
 
By:
/s/ 
Jenna Kaufman
 
     
Name: Jenna Kaufman
 
     
Its: Director
 

Dated: February 28, 2018
 
 

EX-33.2 4 ex33_2.htm EXHIBIT 33.2

Exhibit 33.2

Assertion on Compliance with Regulation AB Criteria

Navient Solutions, LLC (formerly, Navient Solutions, Inc.), (the “Asserting Party”), a direct wholly owned subsidiary of Navient Corporation, is responsible for assessing compliance as of December 31, 2017 and for the period from January 1, 2017 through December 31, 2017 (the “Reporting Period”), with the servicing criteria set forth in Item 1122(d) of Regulation AB related to its servicing of student loan asset-backed securities transactions that were outstanding during the Reporting Period (collectively, the “Platform” and each such trust is a “Platform trust”), to the extent required by the related transaction agreements as to any transaction, except for servicing criteria Items 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii) and 1122(d)(4)(x)-1122(d)(4)(xiii), which the Asserting Party has concluded were not required of the Asserting Party under the related transaction agreements with respect to any Platform trust during the Reporting Period.  Appendix A attached hereto identifies the servicing criteria, after giving effect to the exclusions identified herein, that are applicable to the Platform (the “Applicable Servicing Criteria”).  Appendix B attached hereto identifies the outstanding student loan asset-backed securities transactions defined by the Asserting Party as constituting the Platform for which the Asserting Party acted as administrator or sub-administrator, as applicable (collectively, the “Administrator”) and servicer or subservicer, as applicable (collectively, the “Servicer”) during the Reporting Period.

With respect to servicing criteria Items 1122(d)(1)(i), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vii), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iv), 1122(d)(4)(iii) and 1122 (d)(4)(xv), the Asserting Party has concluded that such criteria are not applicable under the related transaction agreements for the SMB Private Education Loan Trust 2014-A transaction or the Goal Structured Solutions Trust 2016-B transaction.

The Asserting Party has assessed compliance with the Applicable Servicing Criteria and has concluded that it has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2017 and for the Reporting Period with respect to the Platform as a whole.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment of compliance with the Applicable Servicing Criteria as of December 31, 2017 and for the Reporting Period.

[Signature Page Follows]
 
Assertion on Compliance with Regulation AB Criteria
 

Navient Solutions, LLC, as Administrator and
Servicer for the Platform trusts

/s/ JOHN F. WHORLEY, JR.          
John F. Whorley, Jr.
Executive Vice President & Group President,
Asset Management and Servicing
Navient Solutions, LLC
March 28, 2018
 
Assertion on Compliance with Regulation AB Criteria
 

Appendix A

 
SERVICING CRITERIA
 
APPLICABLE
SERVICING CRITERIA
INAPPLICABLE
SERVICING
CRITERIA1
 
Reference
 
Criteria
 
Performed
by
Asserting Party2
Performed
by
third-party
servicers3
 
 
 
General Servicing Consideration
     
 
1122(d)(1)(i)
 
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
 
 
 
X
 
X
 
Y
 
1122(d)(1)(ii)
 
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
 
 
 
X
 
X
 
 
1122(d)(1)(iii)
 
Any requirements in the transaction agreements to maintain a back-up servicer for the trust student loans are maintained.
     
 
Z
 
 
1122(d)(1)(iv)
 
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
 
 
 
X
 
X
 
 
1122(d)(1)(v)
 
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
 
X
X
 
 
 
Cash Collection and Administration
     
 
1122(d)(2)(i)
 
Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction documents.
 
 
 
X
 
X
 
 
1122(d)(2)(ii)
 
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
 
   
X
Z
 
1122(d)(2)(iii)
 
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
 
     
Z
 
1122(d)(2)(iv)
 
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g. with respect to commingling of cash) as set forth in the transaction agreements.
 
 
 
X
 
X
 
 
Y
 
1122(d)(2)(v)
 
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institutions” with respect to a foreign financial institution means a foreign financial that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
 
 
X
 
X
 
Y

 

1 The servicing criteria marked in this column with a “Y” are inapplicable to the Asserting Party in the SMB Private Education Loan Trust 2014-A transaction in and the Goal Structured Solutions Trust 2016-B transaction in its role as subservicer pursuant to the related transaction agreements.  The servicing criteria marked in this column with a “Z” are criteria that the Asserting Party concluded were not required of the Asserting Party under the related transaction agreements for any Platform trust during the Reporting Period.
2 Servicing criteria performed by the Asserting Party.
3 Asserting Party has outsourced certain servicing activities to third parties. Specifically, Great Lakes Educational Loan Services, Inc. performs certain servicing activities for SLM Student Loan Trust 2009-1, SLM Student Loan Trust 2010-1 and Navient Student Loan Trust 2014-2.  Nelnet Servicing, LLC performs certain servicing activities for SLM Student Loan Trust 2010-2.  Additionally, for each Platform trust, the related indenture trustee performs certain servicing activities.
 

SERVICING CRITERIA
APPLICABLE
SERVICING CRITERIA
INAPPLICABLE
SERVICING CRITERIA
 
Reference
 
Criteria
 
Performed by
Asserting Party
Performed by
third-party
servicers
 
 
1122(d)(2)(vi)
 
Un-issued checks are safeguarded so as to prevent unauthorized access.
 
     
Z
 
1122(d)(2)(vii)
 
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
 
 
X
X
Y
 
 
Investor Remittances and Reporting
     
 
1122(d)(3)(i)
 
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.
 
 
X
X
Y
 
1122(d)(3)(ii)
 
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
 
 
X
X
Y
 
1122(d)(3)(iii)
 
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
 
   
X
Z
 
1122(d)(3)(iv)
 
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
 
 
X
X
Y
 

 
SERVICING CRITERIA
 
APPLICABLE
SERVICING CRITERIA
INAPPLICABLE
SERVICING CRITERIA
 
Reference
 
Criteria
 
Performed by
Asserting Party
Performed by
third-party
servicers
 
     
Pool Asset Administration
 
       
 
1122(d)(4)(i)
 
Collateral or security on student loans is maintained as required by the transaction documents or related student loan documents.
 
 
X
X
 
 
1122(d)(4)(ii)
 
 
Student loan and related documents are safeguarded as required by the transaction documents.
 
 
X
X
 
 
1122(d)(4)(iii)
 
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction documents.
 
 
X
X
Y
 
1122(d)(4)(iv)
 
Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.
 
 
X
X
 
 
1122(d)(4)(v)
 
The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
 
 
X
X
 
 
1122(d)(4)(vi)
 
Changes with respect to the terms or status of an obligor's student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction documents and related pool asset documents.
 
 
X
X
 
 
1122(d)(4)(vii)
 
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction documents.
 
 
X
X
 
 
1122(d)(4)(viii)
 
Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the transaction documents. Such records are maintained on at least a monthly basis, or such other period specified in the transaction documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
 
 
X
X
 
 
1122(d)(4)(ix)
 
Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.
 
 
X
X
 
 

 
SERVICING CRITERIA
 
APPLICABLE
SERVICING CRITERIA
INAPPLICABLE
SERVICING CRITERIA
 
Reference
 
Criteria
 
Performed by
Asserting Party
Performed by
third-party servicers
 
 
1122(d)(4)(x)
 
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the transaction documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the transaction documents.
 
     
Z
 
1122(d)(4)(xi)
 
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction documents.
 
     
Z
 
1122(d)(4)(xii)
 
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
 
     
Z
 
1122(d)(4)(xiii)
 
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction documents.
 
     
Z
 
1122(d)(4)(xiv)
 
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction documents.
 
 
X
X
 
 
1122(d)(4)(xv)
 
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction documents.
 
 
X
X
Y
 

Appendix B

 
Trust Name:
 
Date of Issuance:
 
SLM Student Loan Trust 2006-1
 
January 26, 2006
 
SLM Student Loan Trust 2006-2
 
February 23, 2006
 
SLM Student Loan Trust 2006-3
 
March 9, 2006
 
SLM Student Loan Trust 2006-4
 
April 20, 2006
 
SLM Student Loan Trust 2006-5
 
June 21, 2006
 
SLM Student Loan Trust 2006-6
 
July 20, 2006
 
SLM Student Loan Trust 2006-7
 
August 10, 2006
 
SLM Student Loan Trust 2006-8
 
September 14, 2006
 
SLM Student Loan Trust 2006-9
 
October 12, 2006
 
SLM Student Loan Trust 2006-10
 
November 30, 2006
 
SLM Private Credit Student Loan Trust 2006-A
 
April 6, 2006
 
SLM Private Credit Student Loan Trust 2006-B
 
June 8, 2006
 
SLM Private Credit Student Loan Trust 2006-C
 
September 28, 2006
 
SLM Student Loan Trust 2007-1
 
January 25, 2007
 
SLM Student Loan Trust 2007-2
 
February 22, 2007
 
SLM Student Loan Trust 2007-3
 
March 15, 2007
 
SLM Student Loan Trust 2007-4
 
April 5, 2007
 
SLM Student Loan Trust 2007-5
 
July 19, 2007
 
SLM Student Loan Trust 2007-6
 
October 23, 2007
 
SLM Student Loan Trust 2007-7
 
November 8, 2007
 
SLM Student Loan Trust 2007-8
 
December 6, 2007
 
SLM Private Credit Student Loan Trust 2007-A
 
March 29, 2007
 
SLM Student Loan Trust 2008-1
 
January 17, 2008
 
SLM Student Loan Trust 2008-2
 
February 7, 2008
 
SLM Student Loan Trust 2008-3
 
February 28, 2008
 
SLM Student Loan Trust 2008-4
 
April 17, 2008
 
SLM Student Loan Trust 2008-5
 
April 30, 2008
 
SLM Student Loan Trust 2008-6
 
June 12, 2008
 
SLM Student Loan Trust 2008-7
 
July 2, 2008
 
SLM Student Loan Trust 2008-8
 
August 5, 2008
 
SLM Student Loan Trust 2008-9
 
August 28, 2008
 
SLM Student Loan Trust 2009-1
 
April 9, 2009
 
SLM Student Loan Trust 2009-2
 
April 21, 2009
 
SLM Student Loan Trust 2010-1
 
April 15, 2010
 
SLM Student Loan Trust 2010-2
 
August 26, 2010
 
SLM Student Loan Trust 2011-1
 
March 3, 2011
 
SLM Student Loan Trust 2011-2
 
May 26, 2011
 
SLM Student Loan Trust 2011-3
 
November 18, 2011
 
SLM Student Loan Trust 2012-1
 
January 19, 2012
 
SLM Student Loan Trust 2012-2
 
March 15, 2012
 

 
SLM Student Loan Trust 2012-3
 
May 3, 2012
 
SLM Student Loan Trust 2012-5
 
July 19, 2012
 
SLM Student Loan Trust 2012-6
 
September 20, 2012
 
SLM Student Loan Trust 2012-7
 
November 8, 2012
 
SLM Student Loan Trust 2013-1
 
February 14, 2013
 
SLM Student Loan Trust 2013-2
 
April 11, 2013
 
SLM Student Loan Trust 2013-3
 
June 20, 2013
 
SLM Student Loan Trust 2013-4
 
August 15, 2013
 
SLM Student Loan Trust 2013-5
 
September 19, 2013
 
SLM Student Loan Trust 2013-6
 
November 14, 2013
 
SLM Student Loan Trust 2014-1
 
January 28, 2014
 
SLM Student Loan Trust 2014-2
 
March 27, 2014
 
Navient Student Loan Trust 2014-1
 
May 29, 2014
 
Navient Student Loan Trust 2014-2
 
August 14, 2014
 
Navient Student Loan Trust 2014-3
 
August 14, 2014
 
Navient Student Loan Trust 2014-4
 
August 14, 2014
 
Navient Student Loan Trust 2014-5
 
August 14, 2014
 
Navient Student Loan Trust 2014-6
 
August 14, 2014
 
Navient Student Loan Trust 2014-7
 
August 14, 2014
 
Navient Student Loan Trust 2014-8
 
November 25, 2014
 
Navient Student Loan Trust 2015-1
 
February 26, 2015
 
Navient Student Loan Trust 2015-2
 
April 23, 2015
 
Navient Student Loan Trust 2015-3
 
June 18, 2015
 
SLC Student Loan Trust 2004-1
 
November 23, 2004
 
SLC Student Loan Trust 2005-1
 
June 15, 2005
 
SLC Student Loan Trust 2005-2
 
September 28, 2005
 
SLC Student Loan Trust 2005-3
 
December 15, 2005
 
SLC Student Loan Trust 2006-1
 
June 28, 2006
 
SLC Student Loan Trust 2006-2
 
September 19, 2006
 
SLC Student Loan Trust 2007-1
 
June 26, 2007
 
SLC Student Loan Trust 2007-2
 
November 27, 2007
 
SLC Student Loan Trust 2008-1
 
March 28, 2008
 
SLC Student Loan Trust 2008-2
 
June 26, 2008
 
SLC Student Loan Trust 2009-1
 
February 13, 2009
 
SLC Student Loan Trust 2009-2
 
July 23, 2009
 
SLC Student Loan Trust 2009-3
 
December 22, 2009
 
SLC Student Loan Trust 2010-1
 
July 6, 2010
 
SMB Private Education Loan Trust 2014-A
 
August 7, 2014
 
Goal Structured Solutions Trust 2016-B
 
December 23, 2016
 
 

EX-34.1 5 ex34_1.htm EXHIBIT 34.1

Exhibit 34.1
 
Report of Independent Registered Public Accounting Firm

The Board of Directors
The Trust & Agency Services department of Deutsche Bank National Trust Company and
Deutsche Bank Trust Company Americas:

We have examined management’s assertion, included in the accompanying Management’s Assertion of Compliance, that the Trust & Agency Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (Servicing Criteria) for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the Platform), except for Servicing Criteria 1122(d)(4)(iv) – 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the year ended December 31, 2017. With respect to Servicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and 1122(d)(4)(iii), Management’s Assertion of Compliance indicates that there were no activities performed during the year ended December 31, 2017 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. The Company has determined the following Servicing Criteria to be applicable only to the activities the Company performs with respect to the Platform as described below:

·
Servicing Criterion 1122(d)(1)(iii) is applicable only with respect to the Company’s continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is management’s interpretation that the Company has no other active back-up servicing responsibilities in regards to Servicing Criterion 1122(d)(1)(iii) as of and for the year ended December 31, 2017.

·
Servicing Criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors.

·
Servicing Criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements.

Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. 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 the Servicing Criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria, as of and for the year ended December 31, 2017, is fairly stated, in all material respects.

/s/ KPMG, LLP

Chicago, Illinois
February 28, 2018
 
 

EX-34.2 6 ex34_2.htm EXHIBIT 34.2

Exhibit 34.2
 
Report of Independent Registered Public Accounting Firm
The Board of Directors
Navient Corporation:

We have examined management’s assertion, included in the accompanying Assertion on Compliance with Reg AB Criteria, that Navient Solutions LLC (the Company), a direct wholly owned subsidiary of Navient Corporation, complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (the Servicing Criteria) for its servicing of student loan asset-backed securities transactions that were outstanding during the period January 1, 2017 through December 31, 2017 (the Platform and each such asset-backed securities transaction is a Platform Trust) to the extent required by the related transaction agreements as to any transaction, except for servicing criteria 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii), and 1122(d)(4)(x)-1122(d)(4)(xiii), which the Company has concluded were not required by the Company under the related transaction agreements for any Platform trust, as of and for the year ended December 31, 2017. With respect to servicing criteria 1122(d)(1)(i), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vii), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iv), 1122(d)(4)(iii),and 1122(d)(4)(xv) the Company has concluded that such criteria are not applicable under the related transaction agreements for the SMB Private Education Loan Trust 2014-A transaction or Goal Structured Solutions Trust 2016-B transaction. Appendix B to the accompanying Assertion on Compliance with Regulation AB Criteria identifies the individual asset-backed transactions and securities defined by management as constituting the Platform for which the Company acted as administrator or sub-administrator, as applicable (collectively, the Administrator) and the servicer or sub-servicer, as applicable (collectively, the Servicer) during the period from January 1, 2017 through December 31, 2017.  Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. 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 the Servicing Criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria as of and for the year ended December 31, 2017 is fairly stated, in all material respects.

/s/ KPMG, LLP

McLean, Virginia
March 28, 2018
 
 

EX-35.1 7 ex35_1.htm EXHIBIT 35.1

Exhibit 35.1

Servicer Compliance Statement

I, Timothy Schmidt, Senior Vice President and Treasurer of The Student Loan Corporation (“SLC”), the administrator under the administration agreement and the servicer under the servicing agreement, each among SLC, SLC Student Loan Receivables I, Inc. and certain others (together, the “Servicing Agreement”), relating to SLC Student Loan Trust 2010-1, certify that:

(a)
a review of SLC’s activities during the calendar year ended December 31, 2017 (the “Reporting Period”) and of SLC’s performance under the Servicing Agreement has been made under my supervision; and

(b)
to the best of my knowledge, based on such review, SLC has fulfilled all of its obligations under the Servicing Agreement in all material respects throughout the Reporting Period.

March 30, 2018

 
By:
/s/ Timothy Schmidt
 
   
Name:
Timothy Schmidt
 
   
Title:
Senior Vice President and Treasurer of The Student Loan Corporation
 
 
 

 
EX-35.2 8 ex35_2.htm EXHIBIT 35.2

Exhibit 35.2

Servicer Compliance Statement

The undersigned, a duly authorized officer of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), the Administrator and Servicer for the Student Loan Corporation Trusts1 (the “Trusts”), does hereby certify that:

(a)          this certificate is delivered pursuant to Item 1123 of Regulation AB;

(b)          a review of the servicing activities of the Servicer and the Administrator as of December 31, 2017 and for the period January 1, 2017 through December 31, 2017 (the “Reporting Period”) and their performance under the applicable servicing and administration agreements for each of the Trusts has been made under my supervision; and

(c)          to the best of my knowledge, based on such review, the Servicer and Administrator have fulfilled all of their obligations under the servicing and administration agreements for the Trusts in all material respects through the Reporting Period.
 
[Signature Page Follows]
 

1 SLC Student Loan Trust 2004-1, SLC Student Loan Trust 2005-1,  SLC Student Loan Trust 2005-2,  SLC Student Loan Trust 2005-3,  SLC Student Loan Trust 2006-1, SLC Student Loan Trust 2006-2,  SLC Student Loan Trust 2007-1,  SLC Student Loan Trust 2007-2, SLC Student Loan Trust 2008-1, SLC Student Loan Trust 2008-2, SLC Student Loan Trust 2009-1, SLC Student Loan Trust 2009-2, SLC Student Loan Trust 2009-3, and SLC Student Loan Trust 2010-1.
 

/s/ JOHN F. WHORLEY, JR
John F. Whorley, Jr.
Executive Vice President & Group President,
Asset Management and Servicing
Navient Solutions, LLC
March 28, 2018
 
Servicer Compliance Statement