10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

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, 2019 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: 333-190926-13

Central Index Key of issuing entity: 0001641623

NAVIENT STUDENT LOAN TRUST 2015-3

(Exact name of issuing entity as specified in its charter)

Commission File Number of depositor: 333-190926

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, LLC

(Exact name of sponsor as specified in its charter)

	04-3480392
	04-3480392
DELAWARE	54-1843973
(State or other Jurisdiction of Incorporation)	(I.R.S. Employer Identification Nos.)

c/o Wells Fargo Delaware Trust Company, N.A.

919 North Market Street, Suite 1600

Wilmington, Delaware 19801

(Address of principal executive offices of issuing entity)

(703) 984-6890

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 ☑

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 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 every Interactive Data File required to be submitted 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 such files).  Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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	☑	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 Exchange 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 price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

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

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

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 paragraphs, no legal proceedings are pending against the Issuing Entity, Navient Solutions, LLC (formerly, 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 333-190926 (the “Registrant”) or to the Registrant’s knowledge, Wells Fargo Bank, N.A., 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.

The following three paragraphs are disclosure received from Navient Solutions, LLC (formerly, Navient Solutions, Inc.) (“Navient Solutions”), the servicer for this transaction.

In January 2017, the CFPB and the Offices of the Attorneys General for the State of Illinois and the State of Washington initiated civil actions naming Navient Corporation (“Navient”) and several of its subsidiaries (including Navient Solutions) as defendants alleging violations of certain federal and state consumer protection statutes, including the Consumer Financial Protection Act of 2010 (“CFPA”), the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and various state consumer protection laws. In October 2017, the Attorney General for the Commonwealth of Pennsylvania initiated a civil action against Navient and Navient Solutions, containing similar alleged violations of the CFPA and the Pennsylvania Unfair Trade Practices and Consumer Protection Law. Additionally, in 2018 the Attorneys General for the States of California and Mississippi initiated similar actions against Navient and certain subsidiaries alleging violations of various state and federal consumer protection laws. We refer to the Illinois, Washington, Pennsylvania, California and Mississippi Attorneys General collectively as the “State Attorneys General.” In addition to these matters, a number of lawsuits have been filed by nongovernmental parties or, in the future, may be filed by additional governmental or nongovernmental parties seeking damages or other remedies related to similar issues raised by the CFPB and the State Attorneys General. As Navient has previously stated, we believe the suits improperly seek to impose penalties on Navient based on new, unannounced servicing standards applied retroactively only against one servicer, and that the allegations are false. We therefore have denied these allegations and intend to vigorously defend against the allegations in each of these cases.

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During the first quarter of 2016, Navient, certain Navient officers and directors, and the underwriters of certain Navient securities offerings (including certain of the initial purchasers) 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. In September 2017, the Court granted the Navient defendants’ motion and dismissed the complaint in its entirety with leave to amend. The plaintiffs filed a second amended complaint with the court in November 2017 and the Navient defendants filed a motion to dismiss the second amended complaint in January 2018. In January 2019, the Court granted-in-part and denied-in-part the Navient defendants’ motion to dismiss. The Navient defendants deny the allegations and intend to vigorously defend against the allegations in this lawsuit. Discovery is on-going. Additionally, two putative class actions have been filed in the U.S. District Court for the District of New Jersey captioned Eli Pope v. Navient Corporation, John F. Remondi, Somsak Chivavibul and Christian Lown, and Melvin Gross v. Navient Corporation, John F. Remondi, Somsak Chivavibul and Christian M. Lown, both of which allege violations of the federal securities laws under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the cases were consolidated by the Court in February 2018 under the caption (in re Navient Corporation Securities Litigation), the plaintiffs filed a consolidated amended complaint in April 2018 and Navient Corporation filed a motion to dismiss in June 2018. In December 2019, the Court denied Navient’s motion to dismiss and discovery is ongoing. Navient continues to deny the allegations and intends to vigorously defend itself.

At this point in time, Navient is unable to anticipate the timing of a resolution or the impact that these legal proceedings may have on Navient’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 establisheok d. It is possible that an adverse ruling or rulings may have a material adverse impact on Navient, Navient Solutions and/or their affiliates or on the financial ability of the depositor, the servicer or a seller to fulfill an obligation to purchase or repurchase trust student loans in connection with a breach of representation, warranty or covenant. It is also possible that an adverse ruling or rulings on claims made by the CFPB and State Attorneys General in their complaints against Navient or its affiliates may have a material adverse effect on the trust student loans. In either case, the payments on your notes may be adversely affected.

The following paragraph is disclosure received from Wells Fargo Bank, N.A. concerning their role as trustee of certain residential mortgage backed securities trusts.

Beginning on June 18, 2014, a group of institutional investors filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S. District Court for the Southern District of New York, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residential mortgage backed securities (“RMBS”) trusts.  The complaints against Wells Fargo Bank alleged that the trustee caused losses to investors and asserted causes of action based upon, among other things, the trustee’s alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damages in an unspecified amount, reimbursement of expenses, and equitable relief. In November 2018, Wells Fargo Bank reached an agreement, in which it denied any wrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trusts at issue.  On May 6, 2019, the court entered an order approving the settlement agreement.  Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning several RMBS trusts in New York federal and state court are not covered by the agreement.  With respect to such litigations, Wells Fargo Bank believes plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.

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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 Operation

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.

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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, Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

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

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 June 12, 2015 pursuant to Securities Act Rule 424, file number 333-190926.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria

Navient Solutions, LLC, as the Servicer, Navient Solutions, LLC, as the Administrator and Wells Fargo Bank, N.A., 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, LLC, as Servicer, and Navient Solutions, LLC, as Administrator, is included as an exhibit to this Report.

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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 June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as eligible lender trustee, which is incorporated by reference from Exhibit 4.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13.
10.1	Indenture dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as eligible lender trustee, which is incorporated by reference from Exhibit 4.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13.
10.2	Servicing Agreement dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, Wells Fargo Bank, N.A., as eligible lender trustee, and Navient Solutions, LLC (formerly, 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 June 18, 2015, with a file number of 333-190926-13.
10.3	Administration Agreement dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, Wells Fargo Bank, N.A., as eligible lender trustee, Navient Funding, LLC, as depositor, and Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as servicer and as administrator, which is incorporated by reference from Exhibit 99.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13.
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, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator, as of and for the year ended December 31, 2019.
33.2*	Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Wells Fargo Bank, N.A., as Indenture Trustee, as of and for the year ended December 31, 2019.
34.1*	Independent Accountants’ Attestation Report concerning servicing activities of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator, as of and for the year ended December 31, 2019.
34.2*	Independent Accountants’ Attestation Report concerning servicing activities of Wells Fargo Bank, N.A., as Indenture Trustee, as of and for the year ended December 31, 2019.
35.1*	Statement of Compliance of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator for the year ended December 31, 2019.
	* Filed herewith.

(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, 2020	NAVIENT FUNDING, LLC, the Depositor for itself as Registrant and on behalf of Navient Student Loan Trust 2015-3
	By:	/s/ CHRISTIAN LOWN
		Name:	Christian Lown
		Title:	President and Chief Financial Officer
			(Senior Securitization Officer)

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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 June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as eligible lender trustee, which is incorporated by reference from Exhibit 4.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13. https://www.sec.gov/Archives/edgar/data/949114/000092963815000602/a69323_exhibit4-6.htm
10.1	Indenture dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as eligible lender trustee, which is incorporated by reference from Exhibit 4.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13. https://www.sec.gov/Archives/edgar/data/949114/000092963815000602/a69323_exhibit4-6.htm
10.2	Servicing Agreement dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, Wells Fargo Bank, N.A., as eligible lender trustee, and Navient Solutions, LLC (formerly, 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 June 18, 2015, with a file number of 333-190926-13. https://www.sec.gov/Archives/edgar/data/949114/000092963815000602/a69323_exhibit99-7.htm
10.3	Administration Agreement dated as of June 18, 2015 among Navient Student Loan Trust 2015-3, Wells Fargo Bank, N.A., as indenture trustee, Wells Fargo Bank, N.A., as eligible lender trustee, Navient Funding, LLC, as depositor, and Navient Solutions, LLC (formerly, Navient Solutions, Inc.)., as servicer and as administrator, which is incorporated by reference from Exhibit 99.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on June 18, 2015, with a file number of 333-190926-13. https://www.sec.gov/Archives/edgar/data/949114/000092963815000602/a69323_exhibit99-6.htm
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, LLC (formerly, Navient Solutions, Inc.)., as Servicer and Administrator, as of and for the year ended December 31, 2019.
33.2*	Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Wells Fargo Bank, N.A., as Indenture Trustee, as of and for the year ended December 31, 2019.
34.1*	Independent Accountants’ Attestation Report concerning servicing activities of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator, as of and for the year ended December 31, 2019.
34.2*	Independent Accountants’ Attestation Report concerning servicing activities of Wells Fargo Bank, N.A., as Indenture Trustee, as of and for the year ended December 31, 2019.
35.1*	Statement of Compliance of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator for the year ended December 31, 2019.
	* Filed herewith.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Christian Lown, 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 Navient Student Loan Trust 2015-3 (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: Wells Fargo Bank, N.A., as indenture trustee.

[Signature Page Follows]

Date:  March 30, 2020

/s/ Christian Lown

Christian Lown

President and Chief Financial Officer (Senior Securitization Officer)

Navient Funding, LLC

EX-33.1

Exhibit 33.1

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, 2019 and for the period from January 1, 2019 through December 31, 2019 (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)(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, 2019 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, 2019 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/ Jeffrey Stine

Jeffrey Stine

Vice President, Core Processing

Navient Solutions, LLC

March 30, 2020

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, Nelnet Servicing, LLC (“Nelnet”) performed certain servicing activities 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 for the period from January 1, 2019 to December 31, 2019.  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-33.2

Exhibit 33.2

  Corporate Trust Services Asset Backed Securities MAC N9300-061 600 S. 4^th Street Minneapolis, MN 55479   Tel:  612 667 8058 Fax: 612 667 3464

ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA

The management (“Management”) of the Corporate Trust Services division of Wells Fargo Bank, National Association (the “Company”) is responsible for assessing the Company’s compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows:

Period: As of and for the twelve months ended December 31, 2019 (the “Period”).

Platform: The platform consists of asset-backed securities (“ABS”) transactions for which the Company provides trustee (except Delaware trustee or owner trustee) and/or paying agent services and for which either (i) some or all of the issued securities for such ABS transactions were publicly offered pursuant to a registration statement delivered under the Securities Act of 1933, as amended, or (ii) the issued securities for such ABS transactions were privately offered pursuant to an exemption from registration and the Company has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes (a) any transactions for which the securities issued are mortgage-backed securities or mortgage-related asset-backed securities and (b) certain transactions for which the issuing entity has a fiscal year that ends on a date other than the end of the calendar year (the “ABS Platform”). Appendix A identifies the individual transactions defined by Management as constituting the ABS Platform for the Period.

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d) applicable to the Company’s obligations in the related transaction agreements with respect to the ABS Platform for the Period, except for the following servicing criteria: 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which Management has determined are not applicable to the Company’s obligations in the related transaction agreements with respect to the ABS Platform for the Period; provided however that, with respect to the ABS Platform (a) servicing criterion 1122(d)(3)(i)(A) is applicable only as it relates to the Company’s obligation to distribute or make available to investors, in accordance with the timeframes set forth in the transaction agreements, the relevant investor reports received by the Company from the entity preparing such reports; (b) servicing criterion 1122(d)(3)(ii) is applicable only as it relates to the Company’s obligation to make remittances to investors in accordance with the transaction agreements; and (c) servicing criterion 1122(d)(4)(iii) is applicable only as it relates to the Company’s obligation to obtain an Officer’s Certificate from the servicer and report any additions, removals and substitutions to investors on the relevant investor report, in each case, in accordance with the transaction agreements (the “Applicable Servicing Criteria”).

With respect to the ABS Platform and the Period, Management provides the following assessment of the Company’s compliance with respect to the Applicable Servicing Criteria:

1.  Management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

© 2019 Wells Fargo Bank, N.A. All rights reserved

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

3.  With respect to applicable servicing criteria 1122(d)(1)(ii), 1122(d)(4)(i), and 1122(d)(4)(xv), Management has determined that there were no activities performed during the Period with respect to the ABS Platform, because there were no occurrences of events that would require the Company to perform such activities.

4.  Based on such assessment for the Period, 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 assessment of the Company’s compliance with the Applicable Servicing Criteria for the Period.

WELLS FARGO BANK, National Association
By:	/S/ Bruce C. Wandersee
	Bruce C. Wandersee
Title:	Senior Vice President
Dated:	February 19, 2020

2

Appendix A to the Company’s Assessment of Compliance with the Applicable Servicing Criteria

ABS Platform Transactions
Wells Fargo Deal Identifier	Long Name
AMOT152	Ally Master Owner Trust 2015-2
AMOT171	Ally Master Owner Trust 2017-1
AMOT172	Ally Master Owner Trust 2017-2
AMOT173	Ally Master Owner Trust 2017-3
AMOT181	Ally Master Owner Trust 2018-1
AMOT182	Ally Master Owner Trust 2018-2
AMOT183	Ally Master Owner Trust 2018-3
AMOT184	Ally Master Owner Trust 2018-4
BANKONESER1	Chase Issuance Trust
CITEL051	CIT Education Loan Trust 2005-1
GMALT162	GM Financial Automobile Leasing Trust 2016-2
GMALT163	GM Financial Automobile Leasing Trust 2016-3
GMALT171	GM Financial Automobile Leasing Trust 2017-1
GMALT172	GM Financial Automobile Leasing Trust 2017-2
GMALT173	GM Financial Automobile Leasing Trust 2017-3
GMALT181	GM Financial Automobile Leasing Trust 2018-1
GMALT182	GM Financial Automobile Leasing Trust 2018-2
GMALT183	GM Financial Automobile Leasing Trust 2018-3
GMALT191	GM Financial Automobile Leasing Trust 2019-1
GMALT192	GM Financial Automobile Leasing Trust 2019-2
GMALT193	GM Financial Automobile Leasing Trust 2019-3
GMCAR181	GM Financial Consumer Automobile Receivables Trust 2018-1
GMCAR182	GM Financial Consumer Automobile Receivables Trust 2018-2
GMCAR193	GM Financial Consumer Automobile Receivables Trust 2019-3
GMCAR194	GM Financial Consumer Automobile Receivables Trust 2019-4
GREENTREE961	Green Tree Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates, Series 1996-1
GREENTREE962	Green Tree Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates, Series 1996-2
HUNT2016-1	HUNTINGTON AUTO TRUST 2016-1
NAVIENT151	Navient Student Loan Trust 2015-1
NAVIENT152	Navient Student Loan Trust 2015-2
NAVIENT153	Navient Student Loan Trust 2015-3
NSLT043	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2004-3
NSLT044	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2004-4
NSLT051	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-1
NSLT052	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-2
NSLT053	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-3
NSLT054	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-4
NSLT061	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-1
NSLT062	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-2
NSLT063	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-3
NSLT071	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2007-1
NSLT082	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2008-2
NSLT083	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2008-3
NSLT092	Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2009-2
OAKWOOD2000C	Oakwood Mortgage Investors 2000-C Senior/Subordinate Pass-Through Certificates
OAKWOOD2000D	Oakwood Mortgage Investors Series 2000-D Senior/Subordinate Pass-Through Certificates
SDART144	Santander Drive Auto Receivables Trust 2014-4
SDART145	Santander Drive Auto Receivables Trust 2014-5
SDART152	Santander Drive Auto Receivables Trust 2015-2
SDART154	Santander Drive Auto Receivables Trust 2015-4
SDART155	Santander Drive Auto Receivables Trust 2015-5
SDART161	Santander Drive Auto Receivables Trust 2016-1
SDART162	Santander Drive Auto Receivables Trust 2016-2
SDART163	Santander Drive Auto Receivables Trust 2016-3
SDART171	Santander Drive Auto Receivables Trust 2017-1
SDART172	Santander Drive Auto Receivables Trust 2017-2
SDART173	Santander Drive Auto Receivables Trust 2017-3
SDART181	Santander Drive Auto Receivables Trust 2018-1
SDART182	Santander Drive Auto Receivables Trust 2018-2
SDART183	Santander Drive Auto Receivables Trust 2018-3
SDART184	Santander Drive Auto Receivables Trust 2018-4
SDART185	Santander Drive Auto Receivables Trust 2018-5

Appendix A-1

ABS Platform Transactions
Wells Fargo Deal Identifier	Long Name
SDART191	Santander Drive Auto Receivables Trust 2019-1
SDART192	Santander Drive Auto Receivables Trust 2019-2
SDART193	Santander Drive Auto Receivables Trust 2019-3

Appendix A-2

EX-34.1

Exhibit 34.1

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 Regulation 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, 2019 through December 31, 2019 (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, 2019. 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)(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 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 servicer or sub-servicer, as applicable (collectively, the Servicer) during the period from January 1, 2019 through December 31, 2019. 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 period January 1, 2019 through December 31, 2019 is fairly stated, in all material respects.

/s/ KPMG LLP

McLean, Virginia

March 30, 2020

EX-34.2

Exhibit 34.2

Report of Independent Registered Public Accounting Firm

The Board of Directors

The Corporate Trust Services division of Wells Fargo Bank, National Association:

We have examined management’s assertion, included in the accompanying Assessment of Compliance with the Applicable Servicing Criteria, that the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) complied with the Servicing Criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (the Servicing Criteria) for asset-backed securities (ABS) transactions for which the Company provides trustee (except Delaware trustee or owner trustee) and/or paying agent services and for which either (i) some or all of the issued securities for such ABS transactions were publicly offered pursuant to a registration statement delivered under the Securities Act of 1933, as amended, or (ii) the issued securities for such ABS transactions were privately offered pursuant to an exemption from registration and the Company has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable Servicing Criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes (a) any transactions for which the securities issued are mortgage-backed securities or mortgage-related asset-backed securities and (b) certain transactions for which the issuing entity has a fiscal year that ends on a date other than the end of the calendar year (the ABS Platform) as of and for the twelve months ended December 31, 2019. Management has determined that all the Servicing Criteria set forth in Item 1122(d) are applicable to the Company’s obligations in the related transaction agreements with respect to the ABS Platform as of and for the twelve months ended December 31, 2019, except for the following Servicing Criteria: 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which management has determined are not applicable to the Company’s obligations in the related transaction agreements with respect to the ABS Platform as of and for the twelve months ended December 31, 2019; provided however that, with respect to the ABS Platform (a) Servicing Criterion 1122(d)(3)(i)(A) is applicable only as it relates to the Company’s obligation to distribute or make available to investors, in accordance with the timeframes set forth in the transaction agreements, the relevant investor reports received by the Company from the entity preparing such reports; (b) Servicing Criterion 1122(d)(3)(ii) is applicable only as it relates to the Company’s obligation to make remittances to investors in accordance with the transaction agreements; and (c) Servicing Criterion 1122(d)(4)(iii) is applicable only as it relates to the Company’s obligation to obtain an Officer’s Certificate from the servicer and report any additions, removals and substitutions to investors on the relevant investor report, in each case, in accordance with the transaction agreements (the Applicable Servicing Criteria). With respect to applicable Servicing Criteria 1122(d)(1)(ii), 1122(d)(4)(i) and 1122(d)(4)(xv), management has determined that there were no activities performed during the twelve months ended December 31, 2019 with respect to the ABS Platform, because there were no occurrences of events that would require the Company to perform such activities. Appendix A to the Assessment of Compliance with the Applicable Servicing Criteria identifies the individual asset-backed transactions and securities defined by management as constituting the ABS Platform. 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 ABS Platform, testing selected servicing activities related to the ABS 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 twelve months ended December 31, 2019 is fairly stated, in all material respects.

/s/KPMG LLP

Chicago, Illinois

February 19, 2020

2

EX-35.1

Exhibit 35.1

Servicer Compliance Statement

The undersigned, a duly authorized officer of Navient Solutions, LLC (formerly, 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, 2019 and for the period January 1, 2019 through December 31, 2019 (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/ Jeffrey Stine

Jeffrey Stine

Vice President,

Core Processing

Navient Solutions, LLC

March 30, 2020

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

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

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