2016 issuing entity: 0001493611 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 75063 ☒ ☒ ☐ ☐ ☒ 2016. transaction. Item 1119. Description /s/ Calvin C. Balliet Descriptionx☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 2014¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file numberdepositor:333-164557Delaware 04-3598719 (Address of principal executive offices) (Zip Code) ¨☐ No x¨☐ No xx☒ No ¨¨☐ No ¨xLarge accelerated filer ¨☐ Accelerated filer ¨☐Non-accelerated filer x☒ (Do not check if a smaller reporting company)Smaller reporting company ¨☐¨☐ No x☒2014.Item 1. Business.Item 1. Business. Item 1A. Risk Factors.Item 1A. Risk Factors. Item 2. Properties.Item 2. Properties. Item 3. Legal Proceedings.Item 3. Legal Proceedings. Item 1B. Unresolved Staff Comments. Item 4. Mine Safety Disclosures. paragraph,paragraphs, there are no legal proceedings that would be material to investors that are pending against the depositor, the issuing entity or, to the knowledge of the registrant and not previously disclosed, the sponsor, Deutsche Bank Trust Company Americas, Deutsche Bank National Trust Company or Navient Solutions, LLC (formerly, Navient Solutions, Inc.), nor does the registrant know of any such proceeding contemplated by any governmental authorities.paragraphtwo paragraphs are disclosure received from Navient Solutions, LLC (formerly, Navient Solutions, Inc.), the successor subservicer for this transaction.DBTCADBNTCDBTCA have been named as defendantssued by investors in civil litigation concerning their rolesrole as trusteetrustees of certain residential mortgage backed securities (“RMBS”) trusts.(“Plaintiff Investors”)including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a civilderivative action against DBTCADBNTC and DBNTCDBTCA in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the United StatesU.S. Trust Indenture Act of 1939 (as amended)(“TIA”), breach of contract, breach of fiduciary duty and negligence based on DBTCA’sDBNTC and DBNTC’sDBTCA’s alleged failure to perform their respective obligationsduties as trusteetrustees for the applicable trusts (“NY Derivative Action”). An amendedtrusts. Plaintiffs subsequently dismissed their state court complaint was filed on July 16, 2014, adding Plaintiff Investors and RMBS trusts to the NY Derivative Action. On November 24, 2014, the Plaintiff Investors moved to voluntarily dismiss the NY Derivative Action without prejudice. Also on November 24, 2014, substantially the same group of Plaintiff Investors filed a civilderivative and class action against DBTCA and DBNTCcomplaint in the United StatesU.S. District Court for the Southern District of New York (the “SDNY Action”), making substantiallyon behalf of and for the same allegations as the New York Derivative Action with respect tobenefit of 564 private-label RMBS trusts, (542 of which weresubstantially overlapped with the trusts at issue in the NY Derivative Action).state court action. The SDNY Actioncomplaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $89.4 billion, but the complaint does not include a demand for money damages in a sum certain. DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the court partially granted the motion on procedural grounds: as to the 500 trusts that are governed by pooling and servicing agreements, the court declined to exercise jurisdiction. The court did not rule on substantive defenses asserted in the motion to dismiss. On March 22, 2016, plaintiffs filed an amended complaint in federal court. In the amended complaint, in connection with 62 trusts governed by indenture agreements, plaintiffs assert claims for breach of contract, violation of the TIA, breach of fiduciary duty, and breach of duty to avoid conflicts of interest. The amended complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $9.8 billion, but the complaint does not include a demand for money damages in a sum certain. On July 15, 2016, DBNTC and DBTCA filed a motion to dismiss the amended complaint. On January 23, 2017, the court granted in part and denied in part DBNTC and DBTCA’s motion to dismiss. The court granted the motion to dismiss with respect to plaintiffs’ conflict-of-interest claim, thereby dismissing it, and denied the motion to dismiss with respect to plaintiffs’ breach of contract claim (except as noted below) and claim for violation of the TIA, thereby allowing those claims to proceed. On January 26, 2017, the parties filed a joint stipulation and proposed order dismissing plaintiffs’ claim for breach of fiduciary duty. On January 27, 2017, the court entered the parties’ joint stipulation and ordered that plaintiffs’ claim for breach of fiduciary duty be dismissed. On February 3, 2017, following a hearing concerning DBNTC and DBTCA’s motion to dismiss on February 2, 2017, the court issued a short form order dismissing (i) plaintiffs’ representation and warranty claims as to 21 trusts whose originators and/or sponsors had entered bankruptcy and the deadline for asserting claims against such originators and/or sponsors had passed as of 2009 and (ii) plaintiffs’ claims to the extent they were premised upon any alleged pre-Event of Default duty to terminate servicers. The court granted plaintiffs leave to amend their complaint only as to the first point above. On February 16, 2017, plaintiffs informed the court that they do not intend to amend their complaint. Discovery is styled bothongoing.a derivativean additional defendant. The amended complaint asserts three causes of action: breach of contract; breach of fiduciary duty; and breach of the duty to avoid conflicts of interest. Plaintiffs purport to bring the action on behalf of the named RMBS Truststhemselves and all other current owners of certificates in the alternative,465 trusts. The amended complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $75.7 billion, but does not include a demand for money damages in a sum certain. On August 22, 2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs’ breach of fiduciary duty cause of action and breach of the duty to avoid conflicts of interest cause of action and motion to strike as to Plaintiffs’ breach of contract cause of action. On October 18, 2016, the court granted DBNTC and DBTCA’s demurrer, providing Plaintiffs with thirty days’ leave to amend, and denied DBNTC and DBTCA’s motion to strike. Plaintiffs did not further amend their complaint and, on December 19, 2016, DBNTC and DBTCA filed an answer to the amended complaint. Discovery is ongoing.putative class and derivative action complaint on behalf of holdersinvestors in ten RMBS trusts against DBNTC in the U.S. District Court for the Southern District of New York asserting claims for alleged violations of the TIA, breach of contract and breach of trust based on DBNTC’s alleged failure to perform its duties as trustee for the trusts. Royal Park’s complaint alleges that the total realized losses of the ten trusts amount to over U.S. $3.1 billion, but does not allege damages in a sum certain. On February 3, 2016, the court granted in part and dismissed in part plaintiffs’ claims: the court dismissed plaintiff’s TIA claim and its derivative theory and denied DBNTC’s motion to dismiss the breach of contract and breach of trust claims. On March 18, 2016 DBNTC filed an answer to the complaint. On May 26, 2016, Royal Park filed a motion for class certification. On September 23, 2016, DBNTC filed an opposition to Royal Park’s motion for class certification. On October 24, 2016, Royal Park filed a reply in support of its motion for class certification. Discovery is ongoing.representing intereststrusts, filed a complaint in the U.S. District Court for the Southern District of New York against DBNTC as trustee of those trusts, alleging violations of the TIA and the New York Streit Act for DBNTC’s alleged failure to perform certain purported statutory and contractual duties. On March 5, 2015, NCUA amended its complaint to assert claims as an investor in 97 of the 121 RMBS trusts that were the subject of its first complaint. The amended complaint alleges violations of the TIA and Streit Act, as well as breach of contract, breach of fiduciary duty, negligence, gross negligence, negligent misrepresentation, and breach of the covenant of good faith. NCUA’s complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $17.2 billion, but the complaint does not include a demand for money damages in a sum certain. On May 1, 2015, DBNTC filed a motion to dismiss the amended complaint. As of August 7, 2015, DBNTC’s motion to dismiss has been briefed and is awaiting decision by the court. Discovery is stayed.vigorously defendingawaiting decision by the SDNY Action. court. Certain limited discovery is permitted to go forward while the motion to dismiss is pending.it hasthey have no pending legal proceedings (including, based on DBTCA’s presentand DBNTC’s current evaluation, the litigation disclosed in this paragraph)the immediately preceding nine paragraphs that would materially affect itstheir ability to perform itstheir duties as a trustee on behalf ofunder the Trust. The Trust is not a party toIndenture for this litigation.Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Item 6. Selected Financial Data.Item 6. Selected Financial Data. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Item 8. Financial Statements and Supplementary Data.Item 8. Financial Statements and Supplementary Data. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Item 9A. Controls and Procedures.Item 9A. Controls and Procedures. Item 9B. Other Information.Item 9B. Other Information. Item 10. Directors, Executive Officers and Corporate Governance.Item 10. Directors, Executive Officers and Corporate Governance. Item 11. Executive Compensation.Item 11. Executive Compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13. Certain Relationships and Related Transactions, and Director Independence.Item 14. Principal Accountant Fees and Services.Item 13. Certain Relationships and Related Transactions, and Director Independence. Item 14. Principal Accountant Fees and Services. There are no business relationships, agreements, arrangements, transactions or understandings entered into outsideordinary course of business or on terms other than those that would be obtained in an arm’s length transaction with an unrelated third party that are materialInstruction to noteholders other than as described in the prospectus supplement and the accompanying base prospectus (previously filed with the Securities and Exchange Commission on July 6, 2010 pursuant to Rule 424, file number 333-164557-01) between or among the depositor, the sponsor and the issuing entity and any other principal party.ServicingServicer Compliance Statement.Item 15. Exhibits and Financial Statement Schedules.Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this report: (b) Exhibits Required by Item 601 of RegulationS-K. 3.1 Articles of Incorporation of SLC Student Loan Receivables I, Inc. (the “Depositor”), incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Registration Statement on Form S-3 filed by the registrant on March 17, 2010 (File No. 333-164557). 3.2 By-Laws of the Depositor, incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Registration Statement on Form S-3 filed by the registrant on March 17, 2010 (File No. 333-164557). 4.1 Indenture, dated as of July 6, 2010, among SLC Student Loan Trust2010-1 (the “Trust”), Deutsche Bank Trust Company Americas (as successor to Citibank, N.A.), as eligible lender trustee (the “Eligible Lender Trustee”), Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas (which itself was successor to Citibank, N.A.)) as indenture administrator (in such capacity, the “Indenture Administrator”), and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas (which itself was successor to U.S. Bank National Association)) as indenture trustee (in such capacity, the “Indenture Trustee”), incorporated by reference to Exhibit 4.1 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 4.3 Amended and Restated Trust Agreement, dated as of July 6, 2010, between SLC Student Loan Receivables I, Inc. (the “Depositor”)the Depositor and Wilmington Trust Company, as owner trustee, incorporated by reference to Exhibit 4.3 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 4.4 Eligible Lender Trust Agreement, dated as of July 6, 2010, between the Depositor and the Eligible Lender Trustee, incorporated by reference to Exhibit 4.4 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 4.5 Eligible Lender Trust Agreement, dated as of July 6, 2010, between the Trust and the Eligible Lender Trustee, incorporated by reference to Exhibit 4.5 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 10 Incorporated by reference as Exhibit 4.31* Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 33.1* Assertion on Compliance with Regulation AB Criteria of Deutsche Bank National Trust Company, for the year ended December 31, 2014.2016.33.2* Assertion on Compliance with Regulation AB Criteria of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Successor Subservicer, for the year ended December 31, 2014.2016.34.1* Report of Independent Registered Public Accounting Firm of KPMG LLP relating to Exhibit 33.1. 34.2* Report of Independent Registered Public Accounting Firm of KPMG LLP relating to Exhibit 33.2. 35.1* Servicer Compliance Statement of The Student Loan Corporation, as Servicer, for the year ended December 31, 2014.2016.35.2* Servicer Compliance Statement, dated March 27, 2014 of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Successor Subservicer, for the year ended December 31, 2014.2016.99.1 Master Terms Purchase Agreement, dated as of July 6, 2010, between The Student Loan Corporation, as seller, the Depositor, as purchaser, and the Eligible Lender Trustee on behalf of the Student Loan Corporation and the Depositor, incorporated by reference to Exhibit 99.1 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 99.2 Master Terms Sale Agreement, dated as of July 6, 2010, between the Depositor, as seller, the Trust, as purchaser, and the Eligible Lender Trustee on behalf of the Depositor and the Trust, incorporated by reference to Exhibit 99.2 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 99.3 Servicing Agreement, dated as of July 6, 2010, between the Trust and The Student Loan Corporation, as servicer (in such capacity, the “Servicer”), incorporated by reference to Exhibit 99.3 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 99.4 Subservicing Agreement, dated as of July 6, 2010, between the Servicer and Citibank (South Dakota), National Association, as subservicer (the “Subservicer”), incorporated by reference to Exhibit 99.4 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 99.5 Administration Agreement, dated as of July 6, 2010, between the Trust and The Student Loan Corporation, as administrator (in such capacity, the “Administrator”), incorporated by reference to Exhibit 99.5 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 99.6 Custody Agreement, dated as of July 6, 2010, among the Trust, the Eligible Lender Trustee, the Indenture Trustee and Citibank (South Dakota), National Association, as custodian, incorporated by reference to Exhibit 99.6 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 99.7 SLC Student Loan Trust2010-1 Subservicing Agreement, dated as of December 31, 2010, between the Servicer and Navient Solutions, LLC (formerly, Navient Solutions, Inc. (formerly known asand, formerly, Sallie Mae, Inc.) (the “Successor Subservicer”), and as acknowledged and agreed to by the Subservicer, the Indenture Trustee, the Administrator, the Depositor, the Eligible Lender Trustee and the Indenture Administrator, incorporated by reference to Exhibit 10 of the Current Report on Form8-K filed by the Trust on January 5, 2011 (File No.333-164557-01).* Filed herewith SLC STUDENT LOAN RECEIVABLES I, INC. Dated: March 31, 201530, 2017 By: Name: Calvin C. Balliet Title: Chairman of the Board (senior officer in charge of securitization of the depositor) 3.1 Articles of Incorporation of SLC Student Loan Receivables I, Inc. (the “Depositor”), incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Registration Statement on Form S-3 filed by the registrant on March 17, 2010 (File No. 333-164557). 3.2 By-Laws of the Depositor, incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Registration Statement on Form S-3 filed by the registrant on March 17, 2010 (File No. 333-164557). 4.1 Indenture, dated as of July 6, 2010, among SLC Student Loan Trust2010-1 (the “Trust”), Deutsche Bank Trust Company Americas (as successor to Citibank, N.A.), as eligible lender trustee (the “Eligible Lender Trustee”), Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas (which itself was successor to Citibank, N.A.)) as indenture administrator (in such capacity, the “Indenture Administrator”), and Deutsche Bank National Trust Company (as successor to Deutsche Bank Trust Company Americas (which itself was successor to U.S. Bank National Association)) as indenture trustee (in such capacity, the “Indenture Trustee”), incorporated by reference to Exhibit 4.1 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 4.3 Amended and Restated Trust Agreement, dated as of July 6, 2010, between SLC Student Loan Receivables I, Inc. (the “Depositor”)the Depositor and Wilmington Trust Company, as owner trustee, incorporated by reference to Exhibit 4.3 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 4.4 Eligible Lender Trust Agreement, dated as of July 6, 2010, between the Depositor and the Eligible Lender Trustee, incorporated by reference to Exhibit 4.4 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 4.5 Eligible Lender Trust Agreement, dated as of July 6, 2010, between the Trust and the Eligible Lender Trustee, incorporated by reference to Exhibit 4.5 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). 10 Incorporated by reference as Exhibit 4.31* Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 33.1* Assertion on Compliance with Regulation AB Criteria of Deutsche Bank National Trust Company, for the year ended December 31, 2014.2016.33.2* Assertion on Compliance with Regulation AB Criteria of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Successor Subservicer, for the year ended December 31, 2014.
2016. | ||
Report of Independent Registered Public Accounting Firm of KPMG LLP relating to Exhibit 33.1. | ||
34.2* | Report of Independent Registered Public Accounting Firm of KPMG LLP relating to Exhibit 33.2. | |
35.1* | Servicer Compliance Statement of The Student Loan Corporation, as Servicer, for the year ended December 31, | |
35.2* | Servicer Compliance Statement of Navient Solutions, LLC (formerly, Navient Solutions, Inc.), as Successor Subservicer, for the year ended December 31, | |
99.1 | Master Terms Purchase Agreement, dated as of July 6, 2010, between The Student Loan Corporation, as seller, the Depositor, as purchaser, and the Eligible Lender Trustee on behalf of the Student Loan Corporation and the Depositor, incorporated by reference to Exhibit 99.1 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). | |
99.2 | Master Terms Sale Agreement, dated as of July 6, 2010, between the Depositor, as seller, the Trust, as purchaser, and the Eligible Lender Trustee on behalf of the Depositor and the Trust, incorporated by reference to Exhibit 99.2 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). | |
99.3 | Servicing Agreement, dated as of July 6, 2010, between the Trust and The Student Loan Corporation, as servicer (in such capacity, the “Servicer”), incorporated by reference to Exhibit 99.3 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). |
Exhibit Number | Description | |
99.4 | Subservicing Agreement, dated as of July 6, 2010, between the Servicer and Citibank (South Dakota), National Association, as subservicer (the “Subservicer”), incorporated by reference to Exhibit 99.4 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). | |
99.5 | Administration Agreement, dated as of July 6, 2010, between the Trust and The Student Loan Corporation, as administrator (in such capacity, the “Administrator”), incorporated by reference to Exhibit 99.5 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). | |
99.6 | Custody Agreement, dated as of July 6, 2010, among the Trust, the Eligible Lender Trustee, the Indenture Trustee and Citibank (South Dakota), National Association, as custodian, incorporated by reference to Exhibit 99.6 of the Current Report on Form8-K filed by the Trust on July 6, 2010 (File No.333-164557-01). | |
99.7 | SLC Student Loan Trust2010-1 Subservicing Agreement, dated as of December 31, 2010, between the Servicer and Navient Solutions, LLC (formerly, Navient Solutions, Inc. |
* | Filed herewith |