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Rating Action:

Moody's takes rating actions on SLM private credit student loan securitizations

25 Feb 2014

New York, February 25, 2014 -- Moody's upgraded 34 classes, downgraded 2 classes and affirmed 22 classes of notes from 12 private student loan securitizations sponsored, administered and serviced by Sallie Mae, Inc., a wholly-owned subsidiary of SLM Corporation (SLM). 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 primary rationale for the upgrades is the improved performance of the underlying collateral pools with the ratios of total assets to total liabilities (total parity levels) increasing for most of the transactions by 1%-2% over the 12-month period ending in December 2013. Reduced defaults on the remaining collateral pools resulting from pool seasoning contributed to the increased total parity levels. In addition, the top-pay senior classes are benefiting from rapid deleveraging.

The downgrades are a result of the deterioration in the total parity levels. The 2003-A, 2003-B and 2003-C transactions suffer from high funding costs, because they are partially funded with auction rate securities. The high funding cost of auction-rate securities that are currently in the failed auction mode erode excess spread and expose the subordinated classes of notes in these transactions to a significant default risk. The annualized excess spreads for these transactions is approximately 0.6%-0.7%, which is significantly lower than the 2.0%-3.6% for others transactions.

Moody's placed Class C in the 2005-B transaction under review for upgrade due to the improved credit enhancement level of the transaction. However, since Moody's recently placed the rating of the swap counterparty, Royal Bank of Scotland (RBS), under review for downgrade, it will review the rating of the class pending the final resolution of the rating of the swap counterparty. For further information about the RBS rating review, please see "Moody's reviews Royal Bank of Scotland's ratings for downgrade" on www.moodys.com for a copy of this press release.

Today's rating actions also reflect corrections to the cash flow models used in rating these transactions in June 2011. The models had incorrectly calculated the principal distribution amount to various classes of notes and paid interest on subordinate notes when the cash should have been distributed to senior notes as principal payment. As a result of the discovery of these errors, certain ratings were place on review on October 15, 2013. The errors have now been corrected, and today's rating actions reflect these changes. The corrections generally have a positive impact on the ratings of the senior notes and a negative impact on the ratings of the subordinate notes.

Our updated lifetime net losses as a percentage of original pool balance are approximately 12.2%, 13.4%, 14.5%, 15.8%, 17.5%, 15.8%, 20.0%, 16.8%, 17.6%, 19.6%, 21.6% and 20.8% for the 2002-A, 2003-A, 2003-B, 2003-C, 2004-A, 2004-B, 2005-A, 2005-B, 2006-A, 2006-B, 2006-C and 2007-A trusts, respectively.

The principal methodology used in these ratings was "Moody's Approach to Rating U.S. Private Student Loan-Backed Securities" published in January 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Factors that would lead to an upgrade or downgrade of the rating

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.

Primary sources of uncertainty with regard to expected loss are the weak economic environment and the high unemployment rate, which adversely impacts the income-generating ability of the borrowers.

To assess rating implications of the higher expected losses, each individual transaction was run through a variety of stress scenarios using the Structured Finance Workstation® (SFW), a cash flow model developed by Moody's Wall Street Analytics.

The complete rating actions as follow:

Issuer: SLM Private Credit Student Loan Trust 2002-A

Class A-2, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Class B, Upgraded to Aa1 (sf); previously on Oct 15, 2013 Confirmed at Aa3 (sf)

Class C, Upgraded to Aa3 (sf); previously on Jun 9, 2011 Downgraded to Baa1 (sf)

Issuer: SLM Private Credit Student Loan Trust 2003-A

Class A-2, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Class A-3, Upgraded to Aa3 (sf); previously on Jun 9, 2011 Downgraded to A1 (sf)

Class A-4, Upgraded to Aa3 (sf); previously on Jun 9, 2011 Downgraded to A1 (sf)

Class B, Upgraded to A1 (sf); previously on Jun 9, 2011 Downgraded to Baa1 (sf)

Class C, Downgraded to Caa3 (sf); previously on Oct 15, 2013 Ba3 (sf) Placed Under Review for Possible Downgrade

Issuer: SLM Private Credit Student Loan Trust 2003-B

Class A-2, Upgraded to Aaa (sf); previously on Oct 15, 2013 Aa2 (sf) Placed Under Review for Possible Upgrade

Class A-3, Upgraded to Aa3 (sf); previously on Oct 15, 2013 A3 (sf) Placed Under Review for Possible Upgrade

Class A-4, Upgraded to Aa3 (sf); previously on Oct 15, 2013 A3 (sf) Placed Under Review for Possible Upgrade

Class B, Upgraded to A1 (sf); previously on Oct 15, 2013 Baa3 (sf) Placed Under Review for Possible Upgrade

Class C, Downgraded to Caa3 (sf); previously on Jun 9, 2011 Downgraded to Caa1 (sf)

Issuer: SLM Private Credit Student Loan Trust 2003-C

Cl. A-2, Upgraded to Aaa (sf); previously on Oct 15, 2013 Aa2 (sf) Placed Under Review for Possible Upgrade

Cl. A-3, Upgraded to Aa3 (sf); previously on Oct 15, 2013 Baa1 (sf) Placed Under Review for Possible Upgrade

Cl. A-4, Upgraded to Aa3 (sf); previously on Oct 15, 2013 Baa1 (sf) Placed Under Review for Possible Upgrade

Cl. A-5, Upgraded to Aa3 (sf); previously on Oct 15, 2013 Baa1 (sf) Placed Under Review for Possible Upgrade

Cl. B, Upgraded to A3 (sf); previously on Oct 15, 2013 Baa3 (sf) Placed Under Review for Possible Upgrade

Cl. C, Affirmed Caa3 (sf); previously on Jun 9, 2011 Downgraded to Caa3 (sf)

Issuer: SLM Private Credit Student Loan Trust 2004-A

Cl. A-2, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Cl. A-3, Affirmed Aa1 (sf); previously on Oct 15, 2013 Confirmed at Aa1 (sf)

Cl. B, Upgraded to Aa3 (sf); previously on Jun 9, 2011 Downgraded to A1 (sf)

Cl. C, Upgraded to Baa2 (sf); previously on Jun 9, 2011 Downgraded to Baa3 (sf)

Issuer: SLM Private Credit Student Loan Trust 2004-B

Cl. A-2, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Cl. B, Upgraded to Aa2 (sf); previously on Oct 15, 2013 Confirmed at Aa3 (sf)

Cl. C, Upgraded to A1 (sf); previously on Jun 9, 2011 Downgraded to Baa1 (sf)

Issuer: SLM Private Credit Student Loan Trust 2005-A

Cl. A-2, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Cl. A-3, Upgraded to Aaa (sf); previously on Oct 15, 2013 Confirmed at Aa1 (sf)

Cl. A-4, Upgraded to Aa1 (sf); previously on Oct 15, 2013 Confirmed at Aa2 (sf)

Cl. B, Upgraded to Aa3 (sf); previously on Nov 28, 2012 Confirmed at A1 (sf)

Cl. C, Affirmed Baa1 (sf); previously on Nov 28, 2012 Confirmed at Baa1 (sf)

Issuer: SLM Private Credit Student Loan Trust 2005-B

Cl. A-2, Upgraded to Aaa (sf); previously on Oct 15, 2013 Confirmed at Aa1 (sf)

Cl. A-3, Upgraded to Aaa (sf); previously on Oct 15, 2013 Confirmed at Aa1 (sf)

Cl. A-4, Upgraded to Aa1 (sf); previously on Oct 15, 2013 Confirmed at Aa3 (sf)

Cl. B, Upgraded to Aa3 (sf); previously on Oct 15, 2013 A2 (sf) Placed Under Review for Possible Upgrade

Cl. C, Baa2 (sf) Placed Under Review for Possible Upgrade; previously on Jun 9, 2011 Downgraded to Baa2 (sf)

Issuer: SLM Private Credit Student Loan Trust 2006-A

Cl. A-3, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Cl. A-4, Upgraded to Aaa (sf); previously on Oct 15, 2013 Confirmed at Aa1 (sf)

Cl. A-5, Upgraded to Aa1 (sf); previously on Oct 15, 2013 Aa3 (sf) Placed Under Review for Possible Upgrade

Cl. B, Upgraded to A1 (sf); previously on Jun 9, 2011 Downgraded to A2 (sf)

Cl. C, Affirmed A3 (sf); previously on Jun 9, 2011 Confirmed at A3 (sf)

Issuer: SLM Private Credit Student Loan Trust 2006-B

Cl. A-3, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Cl. A-4, Upgraded to Aaa (sf); previously on Oct 15, 2013 Confirmed at Aa2 (sf)

Cl. A-5, Upgraded to Aa1 (sf); previously on Oct 15, 2013 Confirmed at Aa3 (sf)

Cl. B, Upgraded to A1 (sf); previously on Oct 15, 2013 A2 (sf) Placed Under Review for Possible Upgrade

Cl. C, Affirmed Baa1 (sf); previously on Jun 9, 2011 Downgraded to Baa1 (sf)

Issuer: SLM Private Credit Student Loan Trust 2006-C

Cl. A-3, Affirmed Aaa (sf); previously on Oct 15, 2013 Confirmed at Aaa (sf)

Cl. A-4, Upgraded to Aaa (sf); previously on Oct 15, 2013 Confirmed at Aa2 (sf)

Cl. A-5, Upgraded to Aa1 (sf); previously on Oct 15, 2013 A1 (sf) Placed Under Review for Possible Upgrade

Cl. B, Affirmed A2 (sf); previously on Jun 9, 2011 Downgraded to A2 (sf)

Cl. C, Affirmed Baa1 (sf); previously on Jun 9, 2011 Confirmed at Baa1 (sf)

Issuer: SLM Private Credit Student Loan Trust 2007-A

Cl. A-2, Upgraded to Aa2 (sf); previously on Jun 9, 2011 Downgraded to A1 (sf)

Cl. A-3, Affirmed A1 (sf); previously on Jun 9, 2011 Downgraded to A1 (sf)

Cl. A-4, Affirmed A1 (sf); previously on Jun 9, 2011 Downgraded to A1 (sf)

Cl. B, Affirmed A2 (sf); previously on Jun 9, 2011 Downgraded to A2 (sf)

Cl. C-1, Affirmed Baa1 (sf); previously on Jun 9, 2011 Confirmed at Baa1 (sf)

Cl. C-2, Affirmed Baa1 (sf); previously on Jun 9, 2011 Confirmed at Baa1 (sf)

REGULATORY DISCLOSURES

For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions of the disclosure form.

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.

In rating this transaction, Moody's used a cash flow model to model cash flow stress scenarios to determine the extent to which investors would receive timely payments of interest and principal in the stress scenarios, given the transaction structure and collateral composition.

As the section on loss and cash flow analysis describes, Moody's quantitative analysis entails an evaluation of scenarios that stress factors contributing to sensitivity of ratings and take into account the likelihood of severe collateral losses or impaired cash flows. Moody's weights the impact on the rated instruments based on its assumptions of the likelihood of the events in such scenarios occurring.

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.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

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.

Jinwen Chen
Associate 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

Debashish Chatterjee
Associate Managing Director
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 takes rating actions on SLM private credit student loan securitizations
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