ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
| x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2015
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: 333-166301-07
Central Index Key of issuing entity: 0001546637
SLM STUDENT LOAN TRUST 2012-3
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 333-166301
Central Index Key of depositor: 0000949114
NAVIENT FUNDING, LLC
(Exact name of depositor as specified in its charter)
Central Index Key of sponsor: 0001601725
NAVIENT SOLUTIONS, INC.
(Exact name of sponsor as specified in its charter)
| DELAWARE | 04-3480392 04-3480392 54-1843973 | |
| (State or other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification Nos.) |
c/o Deutsche Bank Trust Company Americas
60 Wall Street, 27th Floor
Mailstop NYC 60-2720
New York, New York 10005
(Address of principal executive offices of issuing entity)
(703) 984-5858
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 ¨ No x
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations 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 x 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, or a non-accelerated filer. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | x (Do not check if a smaller reporting company) | Smaller Reporting Company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
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 price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not applicable.
Indicate the number of shares outstanding of each of the registrant’s class of common stock, as of the latest practicable date.
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 for fiscal year ended December 24, 1980).
Not applicable.
This Annual Report on Form 10-K (the “Report”) is filed with respect to SLM Student Loan Trust 2012-3 (the “Issuing Entity”). Certain information requested by this Report is omitted pursuant to Regulation AB (17 CFR 229.1101) and SEC Releases 33-8518; 34-50905; December 24, 2004 (“Regulation AB”) and General Instruction J to Form 10-K.
PART I
Item 1. Business
Omitted.
Item 1A. Risk Factors
Omitted.
Item 1B. Unresolved Staff Comments
Not Applicable.
Item 2. Properties
Omitted.
Item 3. Legal Proceedings
Omitted.
Item 4. Mine Safety Disclosures.
Not Applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Omitted.
Item 6. Selected Financial Data
Omitted.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Omitted.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Omitted.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Omitted.
Item 9A. Controls and Procedures
Omitted.
Item 9B. Other Information
Nothing to report.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Omitted.
Item 13. Certain Relationships, Related Transactions, and Director Independence
Omitted.
Item 14. Principal Accountant Fees and Services
Omitted.
The following information is substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligor Financial Information
No single obligor represents more than 10% of the pool assets held by the Issuing Entity.
Items 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives
No entity or group of affiliated entities provides external credit enhancement or other support with respect to payments on the notes issued by the Issuing Entity.
Items 1115(b) of Regulation AB. Credit Derivatives Instruments
No entity or group of affiliated entities provides derivative instruments with respect to payments on the notes issued by the Issuing Entity.
Item 1117 of Regulation AB. Legal Proceedings
Other than as stated in the following paragraph, no legal proceedings are pending against the Issuing Entity, Navient Solutions, Inc., as the Sponsor, the Servicer and the Administrator, Navient Funding, LLC, as the Depositor (the “Depositor”) and registrant under Registration Statement Number 333-166301 (the “Registrant”) or to the Registrant’s knowledge, Deutsche Bank National Trust Company, as the Indenture Trustee that are or would be material to the holders of the notes issued by the Issuing Entity, nor does the Registrant know of any such proceeding contemplated by any governmental authorities.
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 Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) 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 as to the 64 trusts formed under indentures for which it retained jurisdiction. Instead, the court ordered plaintiffs to file an amended complaint as to those indenture trusts. On February 23, 2016, plaintiffs filed an amended complaint as to 62 of the 64 indenture trusts included in the original U.S. District Court complaint. DBNTC and DBTCA will have an opportunity to file new defensive motions with respect to this amended complaint. It is anticipated that plaintiffs will, in the near future, file a new state court complaint as to some or all of the 500 trusts governed by Pooling and Servicing Agreements which were dismissed from the U.S. District Court action. On December 30, 2015, IKB International, S.A. and IKB Deutsche Industriebank A.G. filed a Summons With Notice in New York state court naming as defendants DBNTC and DBTCA, as trustees of 37 RMBS trusts (the “IKB Action”). The claims in the IKB Action appear to be substantively similar to the SDNY Action. The IKB Action is not styled as a putative class action, but may attempt to bring derivative claims on behalf of the named RMBS Trusts. DBTCA intends to
4
vigorously defend the IKB Action. DBTCA has no pending legal proceedings (including, based on DBTCA’s present evaluation, the litigation disclosed in this paragraph) that would materially affect its ability to perform its duties as trustee on behalf of the trust identified on the cover of this Form 10-K. Such trust is not a party to this litigation.
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions
Pursuant to the Instruction to Item 1119 of Regulation AB, information required by Item 1119 has been omitted from this Report because substantially the same information related to affiliates of the Issuing Entity and certain relationships and related transactions is provided in the section titled “The Sponsor, Servicer and Administrator” of the base prospectus, previously filed with the SEC on May 22, 2014 pursuant to Securities Act Rule 424, file number 333-190926.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria
Navient Solutions, Inc., as the Servicer, Navient Solutions, Inc., as the Administrator and Deutsche Bank National Trust Company, as the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the Depositor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on assessment of compliance with the servicing criteria applicable to it (each a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-K. Each of the Servicing Parties have provided an attestation report (each an “Attestation Report”) by one or more public accounting firms, which reports are also attached as exhibits to this Report. None of the Servicing Reports or Attestation Reports has identified any material instance of noncompliance with the servicing criteria as applicable to the respective Servicing Party. There have been no material instances of noncompliance with the servicing criteria for the period of this Report.
Item 1123 of Regulation AB. Servicer Compliance Statement
A Servicer Compliance Statement for each of Navient Solutions, Inc., as Servicer, and Navient Solutions, Inc., as Administrator, is included as an exhibit to this Report.
5
PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a) | List of Documents Filed as Part of this Annual Report on Form 10-K |
| (1) | Not applicable. |
| (2) | Not applicable. |
| (3) | See Item 15 (b) below. |
| (b) | Exhibits Required by Item 601 of Regulation S-K |
| EXHIBIT |
DESCRIPTION | |
| 4.1 | Indenture dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas) , as indenture trustee, which is incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07. | |
| 10.1 | Indenture dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas) , as indenture trustee, which is incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07. | |
| 10.2 | Servicing Agreement dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas), as indenture trustee, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, and Navient Solutions, Inc., as servicer and as administrator, which is incorporated by reference from Exhibit 99.8 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07. | |
| 10.3 | Administration Agreement dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas), as indenture trustee, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, Navient Funding, LLC, as depositor, and Navient Solutions, Inc., as servicer and as administrator, which is incorporated by reference from Exhibit 99.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07. | |
| 31.1 | Rule 13a-14(d)/15d-14(d) Certification. (Section 302 Certification). | |
| 33.1 | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Navient Solutions, Inc., as Servicer and Administrator, as of and for the year ended December 31, 2015. | |
| 33.2 | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Deutsche Bank National Trust Company, as Indenture Trustee, as of and for the year ended December 31, 2015. | |
| 34.1 | Independent Accountants’ Attestation Report concerning servicing activities of Navient Solutions, Inc., as Servicer and Administrator, as of and for the year ended December 31, 2015. | |
| 34.2 | Independent Accountants’ Attestation Report concerning servicing activities of Deutsche Bank National Trust Company, as Indenture Trustee, as of and for the year ended December 31, 2015. | |
| 35.1 | Statement of Compliance of Navient Solutions, Inc., as Servicer and Administrator for the year ended December 31, 2015. | |
| (c) | Not Applicable. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed, on its behalf by the undersigned hereunto duly authorized.
| Dated: March 30, 2016 | NAVIENT FUNDING, LLC, the Depositor for itself as Registrant and on behalf of SLM Student Loan Trust 2012-3 | |||||||
| By: | /s/ SOMSAK CHIVAVIBUL | |||||||
| Name: | Somsak Chivavibul | |||||||
| Title: | President and Chief Financial Officer (Senior Securitization Officer) | |||||||
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, proxy statement, form of proxy or other proxy soliciting material has been sent to holders of the notes issued by the Issuing Entity during the period covered by this Annual Report on Form 10-K and the Registrant does not intend to furnish such materials subsequent to the filing of the report.
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INDEX TO EXHIBITS
| Exhibit Number |
Exhibit | |
| 4.1 | Indenture dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas) , as indenture trustee, which is incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07. | |
| 10.1 | Indenture dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas) , as indenture trustee, which is incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07. | |
| 10.2 | Servicing Agreement dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas), as indenture trustee, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, and Navient Solutions, Inc., as servicer and as administrator, which is incorporated by reference from Exhibit 99.8 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07. | |
| 10.3 | Administration Agreement dated as of May 3, 2012 among SLM Student Loan Trust 2012-3, Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas), as indenture trustee, Deutsche Bank Trust Company Americas (as successor to The Bank of New York Mellon Trust Company, National Association), as eligible lender trustee, Navient Funding, LLC, as depositor, and Navient Solutions, Inc., as servicer and as administrator, which is incorporated by reference from Exhibit 99.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on May 3, 2012, with a file number of 333-166301-07. | |
| 31.1 | Rule 13a-14(d)/15d-14(d) Certification. (Section 302 Certification). | |
| 33.1 | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Navient Solutions, Inc., as Servicer and Administrator, as of and for the year ended December 31, 2015. | |
| 33.2 | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Deutsche Bank National Trust Company, as Indenture Trustee, as of and for the year ended December 31, 2015. | |
| 34.1 | Independent Accountants’ Attestation Report concerning servicing activities of Navient Solutions, Inc., as Servicer and Administrator, as of and for the year ended December 31, 2015. | |
| 34.2 | Independent Accountants’ Attestation Report concerning servicing activities of Deutsche Bank National Trust Company as Indenture Trustee, as of and for the year ended December 31, 2015. | |
| 35.1 | Statement of Compliance of Navient Solutions, Inc., as Servicer and Administrator for the year ended December 31, 2015. | |
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Exhibit 31.1
CERTIFICATION
I, Somsak Chivavibul, 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 SLM Student Loan Trust 2012-3 (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 servicer and administrator have fulfilled their obligations under the servicing agreement and administration agreement, as applicable, 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 party: Deutsche Bank National Trust Company, as indenture trustee.
[Signature Page Follows]
Date: March 30, 2016
| /s/ SOMSAK CHIVAVIBUL |
| Somsak Chivavibul |
President and Chief Financial Officer
(Senior Securitization Officer)
Navient Funding, LLC
Exhibit 33.1
Assertion on Compliance with Regulation AB Criteria
Navient Solutions, Inc., (the “Asserting Party”), a direct wholly owned subsidiary of Navient Corporation, as administrator or sub-administrator, as applicable (collectively, the “Administrator”) and servicer or subservicer, as applicable (collectively, the “Servicer”) for the Platform trusts (as defined below), is responsible for assessing compliance, as of December 31, 2015 and for the period January 1, 2015 through December 31, 2015 (the “Reporting Period”), with the servicing criteria set forth in Item 1122(d) of Regulation AB, to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled “Inapplicable Servicing Criteria” in Appendix A attached hereto. For certain of the inapplicable criteria for any Platform trust as set forth in the column titled “Inapplicable Servicing Criteria” in Appendix A attached hereto, with respect to 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), the Asserting Party has concluded that such criteria were not required of the Asserting Party under the related transaction agreements for any Platform trust during the Reporting Period. Furthermore, in addition to the inapplicable criteria for each Platform trust as set forth in the column titled “Inapplicable Servicing Criteria” in Appendix A attached hereto, with respect to Items 1122(d)(1)(i), 1122(d)(2)(ii), 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. The servicing criteria, after giving effect to the exclusions identified herein, are identified in the column titled “Applicable Servicing Criteria Performed by Asserting Party” in Attachment A attached hereto (collectively, the “Applicable Servicing Criteria”) are the responsibility of the Asserting Party. The transactions covered by this report include all asset-backed securities transactions that were outstanding during the Reporting Period (collectively, the “Platform” and each such trust is a “Platform trust”) as listed in Appendix B. With respect to applicable servicing criterion 1122(d)(1)(v), the Asserting Party has assessed compliance for all transactions and securities in the Platform, including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing criteria in accordance with the SEC Division of Corporation Finance’s Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03, as applicable, for the entire assessment period as of and for the year ended December 31, 2015.
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, 2015 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, 2015 and for the Reporting Period as set forth in this assertion.
[Signature Page Follows]
Assertion on Compliance with Regulation AB Criteria
Navient Solutions, Inc., 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, Inc. |
| March 30, 2016 |
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 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 criteria to third parties. Specifically, Great Lakes Educational Loan Services, Inc. performs certain servicing criteria for SLM Student Loan Trust 2009-1, SLM Student Loan Trust 2010-1, SLM Student Loan Trust 2010-2 and Navient Student Loan Trust 2014-2. Xerox Education Services, LLC performs certain servicing criteria for SLM Student Loan Trust 2010-1, SLM Student Loan Trust 2011-1, SLM Student Loan Trust 2011-2, SLM Student Loan Trust 2011-3, Navient Student Loan Trust 2014-2, Navient Student Loan Trust 2014-3, Navient Student Loan Trust 2014-4, Navient Student Loan Trust 2014-5, Navient Student Loan Trust 2014-6 and Navient Student Loan Trust 2014-7. Nelnet Servicing, LLC performs certain servicing criteria 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 | |
Exhibit 33.2
MANAGEMENT’S ASSERTION OF COMPLIANCE
Management of the Trust & Securities 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, 2015 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, 2015 (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 to the activities the Company performs with respect to the Platform for all transactions in the Platform, including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing criteria in accordance with the SEC Division of Corporation Finance’s Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03, as applicable, as of and for the Period; provided further that, 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 26, 2016
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
The Board of Directors
Navient Corporation:
We have examined management’s assessment, included in the accompanying Assertion on Compliance with Regulation AB Criteria, that Navient Solutions, Inc. (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 for the Navient Regulation AB Student Loan Platform (the Platform), as of and for the year ended December 31, 2015, excluding criteria 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 122(d)(4)(xiii), which the Company has determined are not required of the Company under the related transaction agreements for any Platform trust as of and for the year ended December 31, 2015. In addition to the foregoing inapplicable criteria for each Platform trust, with respect to Items 1122(d)(1)(i), 1122(d)(2)(ii), 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. The Company has determined that servicing criterion 1122(d)(1)(v) is applicable to the activities the Company performs with respect to the Platform for all transactions and securities in the Platform, including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing criteria in accordance with the SEC Division of Corporation Finance’s Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03, as applicable, for the 2015 assessment period as of and for the year ended December 31, 2015. 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. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Company’s compliance based on our examination.
Our examination was conducted in accordance with the attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above 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 assessment that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2015 is fairly stated, in all material respects.
/s/ KPMG LLP
McLean, VA
March 30, 2016
Exhibit 34.2
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Trust & Securities 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 & Securities 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 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, 2015. 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, 2015 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, 2015. |
| • | Servicing criterion 1122(d)(1)(v) is applicable to the activities the Company performs with respect to the Platform for all transactions in the Platform, including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing criteria in accordance with the SEC Division of Corporation Finance’s Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03, as applicable, as of and for the year ended December 31, 2015; provided further that, 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. |
| • | 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 based on our examination.
Our examination was conducted in accordance with the attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above 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, 2015, is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 26, 2016
2
Exhibit 35.1
Servicer Compliance Statement
The undersigned, a duly authorized officer of Navient Solutions, Inc., the Servicer and Administrator for the trusts listed on Appendix A hereto (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, 2015 and for the period January 1, 2015 through December 31, 2015 (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 the Administrator have fulfilled all of their obligations under the applicable servicing and administration agreements for each of the Trusts in all material respects through the Reporting Period.
[Signature Page Follows]
| /S/JOHN F. WHORLEY, JR. |
| John F. Whorley, Jr. Executive Vice President & Group President, Asset Management and Servicing Navient Solutions, Inc. March 30, 2016 |
Servicer Compliance Statement
Appendix A
| 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 |
1
| Trust Name: |
Date of Issuance: | |
| 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 |
2