TEXT-S&P rates SLM Private Education Loan Trust 2012-C notes

(The following statement was released by the rating agency)
OVERVIEW

-- SLM Private Education Loan Trust 2012-C's issuance is an ABS
securitization backed by a pool of private student loans.

-- We assigned our ratings to the class A notes.

-- The ratings reflect our view of the transaction's credit support,
payment structure, pool characteristics, and timely interest and principal
payments, among other factors.

May 31 - Standard & Poor's Ratings Services today assigned its ratings to
SLM Private Education Loan Trust 2012-C's student loan-backed notes (see list).

The note issuance is an asset-backed securitization backed by a pool of
private student loans.

The ratings reflect our view of:

-- The availability of approximately 45.70%-48.85% credit support (based
on the stressed break-even cash flow scenarios). This credit support level
provides coverage of 4.1x-4.4x our 11.00%-11.50% expected net loss range;

-- The transaction's payment structure, which builds
overcollateralization to 40.00% from 25.17% at closing. The
overcollateralization is defined as the excess of the total assets over the
notes divided by the total assets. The total assets include the loan pool and
the fully funded, nondeclining reserve account, which equals 0.25% of the
initial loan balance;

-- The pool characteristics, including a weighted average FICO score of
737 at the time of the loan application and co-borrowers on 79.06% of the
loans;

-- The timely interest and principal payments by the final maturity date
made in the cash flow runs that simulated our 'AAA' rating stress scenarios;

-- A scenario analysis, which indicates that under moderately stressful
economic conditions (defined as about 2.1x the expected defaults) the ratings
would not decline more than one rating category in the first year, which is
consistent with our credit stability criteria; and

-- The transaction's legal structure.

STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a credit rating
relating to an asset-backed security as defined in the Rule, to include a
description of the representations, warranties and enforcement mechanisms
available to investors and a description of how they differ from the
representations, warranties and enforcement mechanisms in issuances of similar
securities.

The Standard & Poor's 17g-7 Disclosure Report included in this credit rating
report is available here.

RELATED CRITERIA AND RESEARCH

-- Presale: SLM Private Education Loan Trust 2012-C, published May 22,
2012.

-- U.S. Interest Rate Assumptions Revised For April 2012, published March
30, 2012.

-- Global Structured Finance Scenario And Sensitivity Analysis: The
Effects Of The Top Five Macroeconomic Factors, published Nov. 11, 2011.

-- Principles Of Credit Ratings, published Feb. 16, 2011.

-- Counterparty And Supporting Obligations Update, published Jan. 13,
2011.

-- Counterparty And Supporting Obligations Methodology And Assumptions,
published Dec. 6, 2010.

-- Methodology: Credit Stability Criteria, published May 3, 2010.

-- Student Loan Criteria: The Rating Process For Student Loan
Transactions, published Oct. 1, 2004.

-- Student Loan Criteria: Evaluating Risk In Student Loan Transactions,
published Oct. 1, 2004.

-- Student Loan Criteria: Structural Elements In Student Loan
Transactions, published Oct. 1, 2004.

-- Student Loan Criteria: Rating Methodology For Student Loan
Transactions, published Oct. 1, 2004.

-- Student Loan Criteria: Legal Considerations For Student Loan
Transactions, published Oct. 1, 2004.

RATINGS ASSIGNED
SLM Private Education Loan Trust 2012-C
Class Rating Amount

(mil. $)
A-1 AAA (sf) 781.00
A-2 AAA (sf) 354.00

(New York Ratings Team)