ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
| þ | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended December 31, 2012 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: 333-166301-08
SLM STUDENT LOAN TRUST 2012-5
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 333-166301
SLM FUNDING LLC
(Exact name of depositor as specified in its charter)
SALLIE MAE, INC.
(Exact name of sponsor as specified in its charter)
| DELAWARE (State or other Jurisdiction of Incorporation) |
04-3480392 04-3480392 54-1843973 (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 þ
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
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 þ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ 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 definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ¨ | Accelerated Filer ¨ | Non-Accelerated Filer þ (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 þ
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 2012-5 (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.
2
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.
3
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)(2) 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
No legal proceedings are pending against the Issuing Entity, Sallie Mae, Inc., as the Sponsor, the Servicer and the Administrator, SLM 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 Trust Company Americas, 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.
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 July 13, 2012 pursuant to Securities Act Rule 424, file number 333-166301.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria
Sallie Mae, Inc., as the Servicer, Sallie Mae, Inc., as the Administrator and Deutsche Bank Trust Company Americas, 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 Sallie Mae, Inc., as Servicer, and Sallie Mae, Inc., as Administrator, is included as an exhibit to this Report.
4
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 July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on July 19, 2012. | |
| 10.1 | Incorporated by reference as Exhibit 4.1. | |
| 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 Sallie Mae, Inc., as Servicer and Administrator, as of and for the year ended December 31, 2012. | |
| 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, 2012. | |
| 34.1 | Independent Accountants’ Attestation Report concerning servicing activities of Sallie Mae, Inc., as Servicer and Administrator, as of and for the year ended December 31, 2012. | |
| 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, 2012. | |
| 35.1 | Statement of Compliance of Sallie Mae, Inc., as Servicer and Administrator for the year ended December 31, 2012. | |
| (c) | Omitted. |
5
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 29, 2013 | SLM FUNDING LLC, the Depositor for itself as Registrant and on behalf of SLM Student Loan Trust 2012-5 | |||||||
| By: | /s/ JOSEPH DEPAULO | |||||||
| Name: JOSEPH DEPAULO | ||||||||
| 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.
6
INDEX TO EXHIBITS
| Exhibit |
Exhibit | |
| 4.1 | Indenture dated as of July 19, 2012 among SLM Student Loan Trust 2012-5, Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas incorporated by reference from Exhibit 4.7 of the Current Report on Form 8-K of the registrant, as filed with the Commission on July 19, 2012. | |
| 10.1 | Incorporated by reference as Exhibit 4.1. | |
| 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 Sallie Mae, Inc., as Servicer and Administrator, as of and for the year ended December 31, 2012. | |
| 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, 2012. | |
| 34.1 | Independent Accountants’ Attestation Report concerning servicing activities of Sallie Mae, Inc., as Servicer and Administrator, as of and for the year ended December 31, 2012. | |
| 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, 2012. | |
| 35.1 | Statement of Compliance of Sallie Mae, Inc., as Servicer and Administrator for the year ended December 31, 2012. | |
7
Exhibit 31.1
CERTIFICATION
I, Joseph DePaulo, 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 2012-5 (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 under 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 Deutsche Bank Trust Company Americas, as indenture trustee.
Date: March 29, 2013
| /s/ JOSEPH DEPAULO |
| Joseph DePaulo |
| President and Chief Financial Officer (Senior Securitization Officer) |
| SLM Funding LLC |
Exhibit 33.1
Assertion on Compliance with Regulation AB Criteria
Sallie Mae, Inc., (the “Asserting Party”), a direct wholly owned subsidiary of SLM Corporation, as Administrator and Servicer for the Platform trusts, is responsible for assessing compliance, as of December 31, 2012 and for the period January 1, 2012 through December 31, 2012 (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 title “Inapplicable Servicing Criteria” in Appendix A attached hereto. With respect to Item 1122(d)(2)(ii) of Regulation AB, the Asserting Party has concluded that such section is applicable to the Platform, but is not the responsibility of the Asserting Party. With respect to Items 1122(d)(1)(iii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii), the Asserting Party has concluded that such criteria are not required under the related transaction agreements as to any transaction. Such servicing criteria, after giving effect to the exclusions identified herein, are the “Applicable Servicing Criteria” related to the Asserting Party. The transactions covered by this report include all asset-backed securities transactions completed by the Asserting Party that were outstanding during the Reporting Period (the “Platform”) as listed in Appendix B.
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, 2012 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, 2012 and for the Reporting Period as set forth in this assertion.
Sallie Mae, Inc., as Administrator and
Servicer for the Platform trusts
| /s/ JOSEPH DEPAULO |
| Joseph DePaulo |
| Executive Vice President, Banking and Finance |
| Sallie Mae, Inc. |
| March 29, 2013 |
Appendix A
| SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA |
INAPPLICABLE SERVICING CRITERIA | ||||||
| Reference |
Criteria |
Performed by Asserting Party1 |
Performed by third-party servicers2 |
|||||
| General Servicing Consideration |
||||||||
| 1122(d)(1)(i) | Polices and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | X | |||||
| 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 mortgage loans are maintained. | X | ||||||
| 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 | |||||
| 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. | X3 | X | |||||
| 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. | X | ||||||
| 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 | |||||
| 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 | |||||
| 1 | Servicing criteria performed by Sallie Mae, Inc. (the “Asserting Party”). |
| 2 | Asserting Party has outsourced certain servicing criteria to third parties. Specifically, Great Lakes Educational Loan Services performs certain servicing criteria for SLM Student Loan Trust 2009-1, SLM Student Loan Trust 2010-1 and SLM Student Loan Trust 2010-2. ACS Education Services, Inc. performs certain servicing criteria for SLM Student Loan Trust 2010-1, SLM Student Loan Trust 2011-1, SLM Student Loan Trust 2011-2, and SLM Student Loan Trust 2011-3. Nelnet Corporation performs certain servicing criteria for SLM Student Loan Trust 2010-2. The Student Loan Corporation, Citibank (South Dakota), National Association, and Citibank, N.A. perform certain servicing criteria for SLC Student Loan Trust 2004-1, SLC Student Loan Trust 2005-1, SLC Student Loan Trust 2005-2, SLC Student Loan Trust 2005-3, SLC Student Loan Trust 2006-1, SLC Student Loan Trust 2006-2, SLC Student Loan Trust 2007-1, SLC Student Loan Trust 2007-2, SLC Student Loan Trust 2008-1, SLC Student Loan Trust 2008-2, SLC Student Loan Trust 2009-1, SLC Student Loan Trust 2009-2, SLC Student Loan Trust 2009-3, and SLC Student Loan Trust 2010-1. |
| 3 | The Asserting Party has concluded that such section is applicable to the Platform, but compliance with such section is not the responsibility of the Asserting Party. |
| 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. | X | ||||||
| 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 | |||||
| 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 mortgage loans serviced by the Servicer. | X | X | |||||
| 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 | |||||
| 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 | X | |||||
| 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 | |||||
| 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 | |||||
| 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 Servicer |
Performed by Servicer(s |
|||||
| 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. | X | ||||||
| 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. | X | ||||||
| 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. | X | ||||||
| 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. | X | ||||||
| 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 | |||||
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 | |
| Nelnet Student Loan Trust 2008-3 |
April 24, 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 | |
| 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 |
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 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, 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), except for the following criteria: 1122(d)(2)(iii) and 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), and 1122(d)(4)(iii) there were no activities performed during the year ended December 31, 2012 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, 2012 (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 1122(d)(1)(iii) as of and for the Period. 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 and the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:
1. The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria as of and for the Period.
2. The Company’s management has assessed compliance with the Applicable Servicing Criteria as of and for the Period. 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. Based on such assessment as of and 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 assertion of compliance with the Applicable Servicing Criteria as of and for the Period.
| DEUTSCHE BANK NATIONAL TRUST COMPANY | ||
| By: | /s/ GARY R. VAUGHAN | |
| Name: Gary R. Vaughan | ||
| Its: Managing Director | ||
| 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 | ||
| By: | /s/ ROBERT FRIER | |
| Name: Robert Frier | ||
| Its: Managing Director | ||
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
| By: | /s/ JENNA KAUFMAN | |
| Name: Jenna Kaufman | ||
| Its: Director | ||
Dated: February 28, 2013
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
The Board of Directors
SLM Corporation:
We have examined management’s assessment, included in the accompanying Assertion on Compliance with Regulation AB Criteria, dated March 29, 2013, that Sallie Mae, Inc. (the “Company”), a direct wholly owned subsidiary of SLM Corporation, complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (Regulation AB) for the SLM Regulation AB Student Loan Platform (the Platform), as of and for the year ended December 31, 2012, excluding (1) criteria 1122 (d)(1)(iii), 1122 (d)(2)(iii), 1122 (d)(2)(vi), 1122 (d)(3)(iii), 1122 (d)(4)(x), 1122 (d)(4)(xi), 1122 (d)(4)(xii) and 1122 (d)(4)(xiii), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform and (2) criteria 1122 (d)(2)(ii) which the Company has determined is applicable to the Platform but is excluded from the scope of management’s assertion as of and for the year ended December 31, 2012. 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. 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 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, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 29, 2013
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 the accompanying management’s assertion, 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, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued transactions sponsored or issued by any government sponsored entity (the Platform), except for servicing criteria 1122(d)(2)(iii) and 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, 2012. With respect to criterion 1122(d)(1)(ii), Management’s Assertion of Compliance indicates that there were no activities performed during the year ended December 31, 2012 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 1122(d)(1)(iii) as of and for the year ended December 31, 2012. Furthermore, Management’s Assertion of Compliance indicates that there were no activities performed related to this criterion during the year ended December 31, 2012 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. |
| • | 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. Furthermore, Management’s Assertion of Compliance indicates that there were no activities performed related to this criterion during the year ended December 31, 2012 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. |
Deutsche Bank
February 28, 2013
Page 2 of 2
Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on the Company’s compliance based on our examination.
Our examination was conducted in accordance with the 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, 2012, is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2013
Exhibit 35.1
Servicer Compliance Statement
The undersigned, a duly authorized officer of Sallie Mae, 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, 2012 and for the period January 1, 2012 through December 31, 2012 (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.
| /s/ JOSEPH DEPAULO |
| Joseph DePaulo |
| Executive Vice President, Banking and Finance |
| Sallie Mae, Inc. |
| March 29, 2013 |
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 | |
| Nelnet Student Loan Trust 2008-3 | April 24, 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 | |
| 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 |