☑ |
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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☐ |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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DELAWARE
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04-3480392
04-3480392
54-1843973
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(State or other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification Nos.)
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Large Accelerated Filer ☐
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Accelerated Filer ☐
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Non-Accelerated Filer ☑
(Do not check if a smaller
reporting company)
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Smaller Reporting Company ☐
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Item 1. |
Business
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Item 1A. |
Risk Factors
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Item 2. |
Properties
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Item 3. |
Legal Proceedings
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Item 1B. |
Unresolved Staff Comments
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Item 4. |
Mine Safety Disclosures.
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6. |
Selected Financial Data
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation
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Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk
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Item 8. |
Financial Statements and Supplementary Data
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A. |
Controls and Procedures
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Item 9B. |
Other Information
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Item 10. |
Directors, Executive Officers, and Corporate Governance
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Item 11. |
Executive Compensation
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13. |
Certain Relationships, Related Transactions, and Director Independence
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Item 14. |
Principal Accountant Fees and Services
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Item 15. |
Exhibits and Financial Statement Schedules
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(a) |
List of Documents Filed as Part of this Annual Report on Form 10-K
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(1) |
Not applicable.
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(2) |
Not applicable.
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(3) |
See Item 15 (b) below.
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(b) |
Exhibits Required by Item 601 of Regulation S-K
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EXHIBIT
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DESCRIPTION
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4.1
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Indenture dated as of August 14, 2014 among Navient Student Loan Trust 2014-7, Deutsche Bank National Trust Company, as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender trustee, which is incorporated by reference from Exhibit 4.5 of the Current Report on Form 8-K of the registrant, as filed with the Commission on August 14, 2014, with a file number of 333-190926-09.
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10.1
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Indenture dated as of August 14, 2014 among Navient Student Loan Trust 2014-7, Deutsche Bank National Trust Company, as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender trustee, which is incorporated by reference from Exhibit 4.5 of the Current Report on Form 8-K of the registrant, as filed with the Commission on August 14, 2014, with a file number of 333-190926-09.
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10.2
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Servicing Agreement dated as of August 14, 2014 among Navient Student Loan Trust 2014-7, Deutsche Bank National Trust Company, as indenture trustee, Deutsche Bank Trust Company Americas, as eligible lender trustee, and Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as servicer and as administrator, which is incorporated by reference from Exhibit 99.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on August 14, 2014, with a file number of 333-190926-09.
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10.3
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Administration Agreement dated as of August 14, 2014 among Navient Student Loan Trust 2014-7, Deutsche Bank National Trust Company, as indenture trustee, Deutsche Bank Trust Company Americas, 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 99.5 of the Current Report on Form 8-K of the registrant, as filed with the Commission on August 14, 2014, with a file number of 333-190926-09.
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31.1*
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Rule 13a-14(d)/15d-14(d) Certification. (Section 302 Certification).
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33.1*
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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, 2016.
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33.2*
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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, 2016.
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33.3*
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Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Xerox Education Services, LLC, as subservicer, as of and for the year ended December 31, 2016.
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34.1*
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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, 2016.
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34.2*
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Independent Accountants’ Attestation Report concerning servicing activities of Deutsche Bank Trust Company, as Indenture Trustee, as of and for the year ended December 31, 2016.
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34.3*
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Independent Accountants’ Attestation Report concerning servicing activities of Xerox Education Services, LLC, as subservicer, as of and for the year ended December 31, 2016.
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35.1*
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Statement of Compliance of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator for the year ended December 31, 2016.
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35.2
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Reserved
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35.3*
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Statement of Compliance of Xerox Education Services, LLC, as subservicer, for the year ended December 31, 2016.
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* Filed herewith.
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(c) |
Not Applicable.
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Dated: March 24, 2017
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NAVIENT FUNDING, LLC,
the Depositor for itself as Registrant and on behalf of Navient Student Loan Trust 2014-7
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|||
By:
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/s/ SOMSAK CHIVAVIBUL
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|||
Name:
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Somsak Chivavibul
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Title:
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President and Chief
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|||
(Senior Securitization Officer)Financial Officer |
Exhibit
Number
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Exhibit
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|
Indenture dated as of August 14, 2014 among Navient Student Loan Trust 2014-7, Deutsche Bank National Trust Company, as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender trustee, which is incorporated by reference from Exhibit 4.5 of the Current Report on Form 8-K of the registrant, as filed with the Commission on August 14, 2014, with a file number of 333-190926-09.
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||
Indenture dated as of August 14, 2014 among Navient Student Loan Trust 2014-7, Deutsche Bank National Trust Company, as indenture trustee, and Deutsche Bank Trust Company Americas, as eligible lender trustee, which is incorporated by reference from Exhibit 4.5 of the Current Report on Form 8-K of the registrant, as filed with the Commission on August 14, 2014, with a file number of 333-190926-09.
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||
Servicing Agreement dated as of August 14, 2014 among Navient Student Loan Trust 2014-7, Deutsche Bank National Trust Company, as indenture trustee, Deutsche Bank Trust Company Americas, as eligible lender trustee, and Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as servicer and as administrator, which is incorporated by reference from Exhibit 99.6 of the Current Report on Form 8-K of the registrant, as filed with the Commission on August 14, 2014, with a file number of 333-190926-09.
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||
Administration Agreement dated as of August 14, 2014 among Navient Student Loan Trust 2014-7, Deutsche Bank National Trust Company, as indenture trustee, Deutsche Bank Trust Company Americas, 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 99.5 of the Current Report on Form 8-K of the registrant, as filed with the Commission on August 14, 2014, with a file number of 333-190926-09.
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Rule 13a-14(d)/15d-14(d) Certification. (Section 302 Certification).
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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, 2016.
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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, 2016.
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Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Xerox Education Services, LLC, as subservicer, as of and for the year ended December 31, 2016.
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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, 2016.
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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, 2016.
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Independent Accountants’ Attestation Report concerning servicing activities of Xerox Education Services, LLC, as subservicer, as of and for the year ended December 31, 2016.
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Statement of Compliance of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Servicer and Administrator for the year ended December 31, 2016.
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35.2
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Reserved
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Statement of Compliance of Xerox Education Services, LLC, as subservicer, for the year ended December 31, 2016.
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* Filed herwith.
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SERVICING CRITERIA
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APPLICABLE
SERVICING CRITERIA
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INAPPLICABLE
SERVICING CRITERIA1
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|||
Reference
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Criteria
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Performed by Asserting Party2
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Performed by third-party servicers3
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General Servicing Consideration
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|||||
1122(d)(1)(i)
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Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
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X
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X
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Y
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1122(d)(1)(ii)
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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.
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X
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X
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1122(d)(1)(iii)
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Any requirements in the transaction agreements to maintain a back-up servicer for the trust student loans are maintained.
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Z
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1122(d)(1)(iv)
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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.
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X
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X
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||
1122(d)(1)(v)
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Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
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X
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X
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||
Cash Collection and Administration
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|||||
1122(d)(2)(i)
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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.
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X
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X
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||
1122(d)(2)(ii)
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Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
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X
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Z
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||
1122(d)(2)(iii)
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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.
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Z
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|||
1122(d)(2)(iv)
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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.
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X
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X
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Y
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1122(d)(2)(v)
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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.
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X
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X
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Y
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SERVICING CRITERIA
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APPLICABLE
SERVICING CRITERIA
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INAPPLICABLE
SERVICING CRITERIA
|
|||
Reference
|
Criteria
|
Performed by
Asserting Party
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Performed by
third-party servicers
|
||
1122(d)(2)(vi)
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Un-issued checks are safeguarded so as to prevent unauthorized access.
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Z
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|||
1122(d)(2)(vii)
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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.
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X
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X
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Y
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Investor Remittances and Reporting
|
|||||
1122(d)(3)(i)
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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.
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X
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X
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Y
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1122(d)(3)(ii)
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Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
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X
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X
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Y
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1122(d)(3)(iii)
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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.
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X
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Z
|
||
1122(d)(3)(iv)
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Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
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X
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X
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Y
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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)
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Collateral or security on student loans is maintained as required by the transaction documents or related student loan documents.
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X
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X
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1122(d)(4)(ii)
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Student loan and related documents are safeguarded as required by the transaction documents.
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X
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X
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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.
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X
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X
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Y
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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.
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X
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X
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1122(d)(4)(v)
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The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
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X
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X
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|
1122(d)(4)(vi)
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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
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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
|
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
|
· |
The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.
|
· |
The Company’s management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
|
· |
Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria.
|
DEUTSCHE BANK NATIONAL TRUST COMPANY
|
||||
By:
|
/s/ David Co
|
|||
Name: David Co
|
||||
Its: Director
|
||||
By:
|
/s/ Matt Bowen
|
|||
Name: Matt Bowen
|
||||
Its: Managing Director
|
||||
By:
|
/s/ Kevin Fischer
|
|||
Name: Kevin Fischer
|
||||
Its: Director
|
||||
DEUTSCHE BANK TRUST COMPANY AMERICAS
|
||||
By:
|
/s/ David Co
|
|||
Name: David Co
|
||||
Its: Director
|
||||
By:
|
/s/ Jenna Kaufman
|
|||
Name: Jenna Kaufman
|
||||
Its: Director
|
/s/ Mark Brennan
|
|
March 10, 2017
|
|
Date
|
Reg AB
Reference
|
Servicing Criteria
|
Applicability
|
General Servicing Considerations
|
||
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
|
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
|
1122(d)(1)(iii)
|
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
|
N/A
|
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
|
1122(d)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
X
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on pool assets 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 agreements.
|
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
|
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.
|
N/A
|
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.
|
N/A
|
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 institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
X
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
X
|
Reg AB
Reference
|
Servicing Criteria
|
Applicability
|
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; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
|
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 pool assets serviced by the Servicer.
|
N/A
|
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.
|
N/A
|
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.
|
N/A
|
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.
|
N/A
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
N/A
|
1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements.
|
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 agreements.
|
N/A
|
1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool asset 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 agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
|
X
|
1122(d)(4)(v)
|
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
X
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
|
X
|
Reg AB
Reference
|
Servicing Criteria
|
Applicability
|
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 agreements.
|
X
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
X
|
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 pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
|
N/A
|
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 agreements.
|
N/A
|
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.
|
N/A
|
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 agreements.
|
N/A
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
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 agreements.
|
N/A
|
Issuer Name
|
Transactions
|
Navient Solutions, Inc.
|
SLM Student Loan Trust 2010-1
|
Navient Solutions, Inc.
|
SLM Student Loan Trust 2011-1
|
Navient Solutions, Inc.
|
SLM Student Loan Trust 2011-2
|
Navient Solutions, Inc.
|
SLM Student Loan Trust 2011-3
|
Navient Solutions, Inc.
|
Navient Student Loan Trust 2014-2
|
Navient Solutions, Inc.
|
Navient Student Loan Trust 2014-3
|
Navient Solutions, Inc.
|
Navient Student Loan Trust 2014-4
|
Navient Solutions, Inc.
|
Navient Student Loan Trust 2014-5
|
Navient Solutions, Inc.
|
Navient Student Loan Trust 2014-6
|
Navient Solutions, Inc.
|
Navient Student Loan Trust 2014-7
|
KPMG LLP
|
|
1676 International Drive
|
|
McLean, VA 22102
|
KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
|
/s/ KPMG LLP
|
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
|
· |
Servicing criterion 1122(d)(1)(iii) is applicable only with respect to the Company’s continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is management’s interpretation that the Company has no other active back‑up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the year ended December 31, 2016.
|
· |
Servicing criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors.
|
· |
Servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements.
|
KPMG LLP, a Delaware limited liability partnership and the U.S. member
firm of the KPMG network of independent member firms affiliated with
KPMG International Cooperative ("KPMG International"), a Swiss entity.
|
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
|
Mark Brennan
|
|
Group President
|
|
CONDUENT
|
|
501 Bleecker St
|
|
Utica NY 13501
|
|
mark.brennan@conduent.com
|
|
Tel 602-323-6007
|
By:
|
/s/ Mark Brennan
|
Date:
|
March 15, 2017
|
||
Name:
|
Mark Brennan
|
||||
Title:
|
President, Xerox Business Services
|
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