0000929638-10-000224 Sample Contracts

ELIGIBLE LENDER TRUST AGREEMENT between SLC STUDENT LOAN RECEIVABLES I, INC. as Grantor and CITIBANK, N.A. as Eligible Lender Trustee Dated as of __________, 20__
Eligible Lender Trust Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • New York

THIS ELIGIBLE LENDER TRUST AGREEMENT is made on __________, 20__, by and between SLC STUDENT LOAN RECEIVABLES I, INC. (the “Grantor”) and CITIBANK, N.A., as eligible lender trustee (the “Eligible Lender Trustee”).

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SERVICING AGREEMENT among THE STUDENT LOAN CORPORATION, as Servicer and Administrator, and SLC STUDENT LOAN TRUST 20__-__, as Issuer Dated as of __________, 20__
Servicing Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • New York

The Student Loan Corporation (“SLC” and, in its capacity as servicer, the “Servicer”), a Delaware corporation, hereby agrees with (i) SLC Student Loan Trust 20__-__ (the “Issuer”), and (ii) SLC, not in its individual capacity but solely in its capacity as administrator (in such capacity, the “Administrator”) under the Administration Agreement, dated as of __________, 20__ (the “Administration Agreement”), among the Issuer, SLC Student Loan Receivables I, Inc. (the “Depositor”), the Administrator and the Servicer as follows:

SLC STUDENT LOAN TRUST 20__-__ ADMINISTRATION AGREEMENT Dated as of __________, 20__ Among SLC STUDENT LOAN TRUST 20__-__, as Issuer SLC STUDENT LOAN RECEIVABLES I, INC., as Depositor and THE STUDENT LOAN CORPORATION, as Servicer and Administrator
Administration Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • New York

SLC Student Loan Trust 20__-__ Administration Agreement, dated as of __________, 20__ (this “Agreement”), among (i) SLC Student Loan Trust 20__-__ (the “Issuer”), (ii) SLC Student Loan Receivables I, Inc. (the “Depositor”) and (iii) The Student Loan Corporation, not in its individual capacity but solely in its capacity as servicer (in such capacity, the “Servicer”) and as administrator (in such capacity, the “Administrator”).

MASTER TERMS PURCHASE AGREEMENT
Master Terms Purchase Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • New York

This Master Terms Purchase Agreement, dated as of __________, 20__ (“Master Terms Purchase Agreement”), among The Student Loan Corporation (“SLC”), SLC Student Loan Receivables I, Inc. (“SLC Receivables”) and Citibank, N.A., not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the benefit of SLC Receivables under the Eligible Lender Trust Agreement, dated as of __________, 20__, between SLC Receivables and the Eligible Lender Trustee, and as Eligible Lender Trustee for the benefit of SLC under the Trust Agreement, dated as of __________, 20__, between SLC and the Eligible Lender Trustee, shall be effective upon execution by the parties hereto. References to SLC Receivables herein mean the Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Eligible Loans.

SLC Student Loan Trust 20__-__ Student Loan Asset-Backed Notes UNDERWRITING AGREEMENT
Underwriting Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • New York

This Agreement, the Master Terms Purchase Agreement, to be dated as of __________, 20__ (along with the related Purchase Agreement, the “SLC Sale Agreement”), among SLC, SLC Student Loan Receivables I, Inc. (“SLC Receivables”) and the Eligible Lender Trustee, the Master Terms Sale Agreement, to be dated as of __________, 20__ (along with the related Sale Agreement, the “SLC Receivables Sale Agreement” and, collectively with the SLC Sale Agreement, the “Sale Agreements”), among SLC Receivables, the Company and the Eligible Lender Trustee, the Short-Form Trust Agreement between Wilmington Trust Company, as owner trustee (the “Owner Trustee”), and SLC Receivables, as depositor (in such capacity, the “Depositor”), as amended and restated pursuant to the Amended and Restated Trust Agreement, to be dated as of __________, 20__ (the “Trust Agreement”), between the Owner Trustee and the Depositor, the Administration Agreement, to be dated as of __________, 20__ (the “Administration Agreement”)

SUBSERVICING AGREEMENT
Subservicing Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • New York

This SUBSERVICING AGREEMENT (this “Agreement”) is entered into as of __________, 20__, by and between Citibank (South Dakota), National Association, a national banking association (the “Subservicer”) and The Student Loan Corporation, a Delaware corporation (the “Servicer”).

MASTER TERMS SALE AGREEMENT
Master Terms Sale Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • New York

This Master Terms Sale Agreement, dated as of __________, 20__ (“Master Terms Sale Agreement”), among SLC Student Loan Receivables I, Inc. (in such capacity, the “Seller”), SLC Student Loan Trust 20__-__ (in such capacity, the “Purchaser”) and Citibank, N.A., not in its individual capacity but solely as Eligible Lender Trustee (the “Eligible Lender Trustee”) for the benefit of the Seller under the Eligible Lender Trust Agreement, dated as of __________, 20__, between the Seller and the Eligible Lender Trustee, and as Eligible Lender Trustee for the benefit of the Purchaser under the Eligible Lender Trust Agreement, dated as of __________, 20__, between the Purchaser and the Eligible Lender Trustee, shall be effective upon execution by the parties hereto. References to the Seller and the Purchaser herein mean the Eligible Lender Trustee for all purposes involving the holding or transferring of legal title to the Trust Student Loans.

SLC STUDENT LOAN TRUST 20__-__ REMARKETING AGREEMENT Dated as of _________, 20__ among SLC STUDENT LOAN TRUST 20__-__, as Issuer, THE STUDENT LOAN CORPORATION, as Administrator, and as Remarketing Agent[s]
Remarketing Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • New York

REMARKETING AGREEMENT, dated as of ___________, 20__, among SLC Student Loan Trust 20__-__ (the "Trust"), The Student Loan Corporation, as administrator ("SLC" and, in such capacity, the "Administrator"), ______________ and ______________ ("_____" and "______", in their capacities as remarketing agents under this Agreement, each, a "Remarketing Agent" and, collectively, the "Remarketing Agents").

SHORT-FORM TRUST AGREEMENT
Trust Agreement • March 17th, 2010 • SLC Student Loan Receivables I Inc • Asset-backed securities • Delaware

SHORT-FORM TRUST AGREEMENT, dated as of __________, 20__, between SLC STUDENT LOAN RECEIVABLES I, INC., a Delaware corporation, as depositor (the “Depositor”), and ____________________, a ____________________, as owner trustee (the “Owner Trustee”). The Depositor and the Owner Trustee hereby agree as follows:

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