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Rating Action:

Moody's reviews for downgrade 60 notes from 24 Sallie Mae private student loan trusts

30 May 2013

Approximately $15.8 billion of asset-backed securities affected

New York, May 30, 2013 -- Moody's Investors Service has placed under review for possible downgrade 60 classes of notes from 24 private student loan securitizations sponsored, administered and currently serviced by Sallie Mae, Inc., a wholly-owned subsidiary of SLM Corporation (SLM). The notes under review include 58 senior classes and two subordinated classes. The underlying collateral consists of private credit student loans that are not guaranteed or reinsured under either the Federal Family Education Loan Program (FFELP) or any other federal student loan program.

RATINGS RATIONALE

The review of the notes was prompted by the increased risk of servicing disruption for the private student loan securitizations as a result of SLM's announcement on May 29, 2013 to separate its education loan management business and consumer banking business. Under the plan, private student loans will be serviced by a consumer banking business, which will be materially smaller and less diversified than SLM in its current integrated form. The small scale and lack of diversification will increase the probability of servicing disruption, which would negatively affect performance of the underlying private student loan portfolio. In addition, the securitizations do not include back-up servicing provisions. The presence of a back-up servicer would facilitate a smooth servicing transfer in the event of a financial distress of the existing servicer and, consequently, enable stable performance of the underlying student loans.

During the review period, Moody's will analyze specific details of the new servicing arrangements as they emerge and assess their potential impact on performance of the underlying private student loan pools.

The methodologies used in these ratings were "Moody's Approach to Rating U.S. Private Student Loan-Backed Securities" published in January 2010, and "Global Structured Finance Operational Risk Guidelines: Moody's Approach to Analyzing Performance Disruption Risk" published in June 2011. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. From time to time, Moody's may, if warranted, change these expectations. Performance that falls outside the given range may indicate that the collateral's credit quality is stronger or weaker than Moody's had anticipated when the related securities ratings were issued. Even so, a deviation from the expected range will not necessarily result in a rating action nor does performance within expectations preclude such actions. The decision to take (or not take) a rating action is dependent on an assessment of a range of factors including, but not exclusively, the performance metrics.

RATINGS

Issuer: SLM Private Credit Student Loan Trust 2002-A

Class A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Oct 24, 2002 Assigned Aaa (sf)

Class B, Aa3 (sf) Placed Under Review for Possible Downgrade; previously on Mar 2, 2007 Upgraded to Aa3 (sf)

Issuer: SLM Private Credit Student Loan Trust 2003-A

Class A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Confirmed at Aaa (sf)

Issuer: SLM Private Credit Student Loan Trust 2003-B

Class A-2, Aa2 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa2 (sf)

Issuer: SLM Private Credit Student Loan Trust 2003-C

Cl. A-2, Aa2 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa2 (sf)

Issuer: SLM Private Credit Student Loan Trust 2004-A

Cl. A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Mar 29, 2004 Assigned Aaa (sf)

Cl. A-3, Aa1 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa1 (sf)

Issuer: SLM Private Credit Student Loan Trust 2004-B

Cl. A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jun 2, 2004 Assigned Aaa (sf)

Cl. A-3, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jun 2, 2004 Assigned Aaa (sf)

Cl. A-4, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Confirmed at Aaa (sf)

Cl. B, Aa3 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Confirmed at Aa3 (sf)

Issuer: SLM Private Credit Student Loan Trust 2005-A

Cl. A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Nov 28, 2012 Confirmed at Aaa (sf)

Cl. A-3, Aa1 (sf) Placed Under Review for Possible Downgrade; previously on Nov 28, 2012 Confirmed at Aa1 (sf)

Cl. A-4, Aa2 (sf) Placed Under Review for Possible Downgrade; previously on Nov 28, 2012 Confirmed at Aa2 (sf)

Issuer: SLM Private Credit Student Loan Trust 2005-B

Cl. A-2, Aa1 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa1 (sf)

Cl. A-3, Aa1 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa1 (sf)

Cl. A-4, Aa3 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa3 (sf)

Issuer: SLM Private Credit Student Loan Trust 2006-A

Cl. A-3, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Apr 7, 2006 Definitive Rating Assigned Aaa (sf)

Cl. A-4, Aa1 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa1 (sf)

Cl. A-5, Aa3 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa3 (sf)

Issuer: SLM Private Credit Student Loan Trust 2006-B

Cl. A-3, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jun 8, 2006 Definitive Rating Assigned Aaa (sf)

Cl. A-4, Aa2 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa2 (sf)

Cl. A-5, Aa3 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa3 (sf)

Issuer: SLM Private Credit Student Loan Trust 2006-C

Cl. A-3, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Sep 28, 2006 Definitive Rating Assigned Aaa (sf)

Cl. A-4, Aa2 (sf) Placed Under Review for Possible Downgrade; previously on Jun 9, 2011 Downgraded to Aa2 (sf)

Issuer: SLM Private Education Loan Trust 2009-CT

Floating Rate Class I-A Notes, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Dec 11, 2009 Definitive Rating Assigned Aaa (sf)

Floating Rate Class II-A Notes, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Dec 11, 2009 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2010-A

Group I - Floating Rate Cl. I-A Notes, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Mar 12, 2010 Definitive Rating Assigned Aaa (sf)

Group II Floating Rate Cl. II-A Notes, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Mar 12, 2010 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2010-B

Floating Rate Cl. A-2 Note, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 25, 2010 Definitive Rating Assigned Aaa (sf)

Floating Rate Cl. A-3 Note, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 25, 2010 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2010-C

Cl. A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 25, 2010 Definitive Rating Assigned Aaa (sf)

Cl. A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 25, 2010 Definitive Rating Assigned Aaa (sf)

Cl. A-3, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 25, 2010 Definitive Rating Assigned Aaa (sf)

Cl. A-4, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 25, 2010 Definitive Rating Assigned Aaa (sf)

Cl. A-5, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 25, 2010 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2011-A

Class A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Apr 26, 2011 Definitive Rating Assigned Aaa (sf)

Class A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Apr 26, 2011 Definitive Rating Assigned Aaa (sf)

Class A-3, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Apr 26, 2011 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2011-B

Class A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jun 30, 2011 Definitive Rating Assigned Aaa (sf)

Class A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jun 30, 2011 Definitive Rating Assigned Aaa (sf)

Class A-3, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jun 30, 2011 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2011-C

Class A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Nov 29, 2011 Definitive Rating Assigned Aaa (sf)

Class A-2A, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Nov 29, 2011 Definitive Rating Assigned Aaa (sf)

Class A-2B, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Nov 29, 2011 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2012-A

Class A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Feb 9, 2012 Definitive Rating Assigned Aaa (sf)

Class A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Feb 9, 2012 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2012-B

Cl. A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Apr 12, 2012 Definitive Rating Assigned Aaa (sf)

Cl. A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Apr 12, 2012 Definitive Rating Assigned Aaa (sf)

Cl. A-3, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Apr 12, 2012 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2012-C

Class A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on May 31, 2012 Definitive Rating Assigned Aaa (sf)

Class A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on May 31, 2012 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2012-D

Class A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 26, 2012 Definitive Rating Assigned Aaa (sf)

Class A-2, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Jul 26, 2012 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2012-E

Class A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Oct 18, 2012 Definitive Rating Assigned Aaa (sf)

Class A-2A, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Oct 18, 2012 Definitive Rating Assigned Aaa (sf)

Class A-2B, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Oct 18, 2012 Definitive Rating Assigned Aaa (sf)

Issuer: SLM Private Education Loan Trust 2013-A

Class A-1, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Mar 7, 2013 Definitive Rating Assigned Aaa (sf)

Class A-2A, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Mar 7, 2013 Definitive Rating Assigned Aaa (sf)

Class A-2B, Aaa (sf) Placed Under Review for Possible Downgrade; previously on Mar 7, 2013 Definitive Rating Assigned Aaa (sf)

REGULATORY DISCLOSURES

Moody's did not receive or take into account a third party assessment on the due diligence performed regarding the underlying assets or financial instruments related to the monitoring of these transactions in the past six months.

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this rating action, and whose ratings may change as a result of this rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

JingJing Dang
Asst Vice President - Analyst
Structured Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Irina Faynzilberg
VP - Sr Credit Officer/Manager
Structured Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's reviews for downgrade 60 notes from 24 Sallie Mae private student loan trusts
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