0001162318-06-001620 Sample Contracts

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UNDERWRITING AGREEMENT
Underwriting Agreement • December 18th, 2006 • SLC Private Student Loan Trust 2006-A • Asset-backed securities • New York

This Agreement, the Master Terms Purchase Agreement, to be dated as of December 15, 2006 (along with the related Purchase Agreement, the “SLC Sale Agreement”), between SLC and SLC Student Loan Receivables I, Inc. (“SLC Receivables”), the Master Terms Sale Agreement, to be dated as of December 15, 2006 (along with the related Sale Agreement, the “SLC Receivables Sale Agreement” and, collectively with the SLC Sale Agreement, the “Sale Agreements”), between SLC Receivables and the Company, the Short-Form Trust Agreement, dated as of December 8, 2006, 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 December 15, 2006 (the “Trust Agreement”), between the Owner Trustee and the Depositor, the Administration Agreement, to be dated as of December 15, 2006 (the “Administration Agreement”), between SLC, as s

SUBSERVICING AGREEMENT
Subservicing Agreement • December 18th, 2006 • SLC Private Student Loan Trust 2006-A • Asset-backed securities • New York

This SUBSERVICING AGREEMENT (this “Agreement”) is entered into as of December 15, 2006, by and between Citibank (South Dakota), National Association, a national banking association (the “Subservicer”) and The Student Loan Corporation, a Delaware corporation (the “Servicer”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 18th, 2006 • SLC Private Student Loan Trust 2006-A • Asset-backed securities

This Sub-Administration Agreement (the “Agreement”) is made as of the 15th day of December 2006 between CitiMortgage, Inc., having a place of business at 1000 Technology Drive, O’Fallon, Missouri 63368-2240 (the “Sub-Administrator”), and The Student Loan Corporation, a Delaware corporation having a place of business at 99 Garnsey Road, Pittsford, New York 14534 (the “Administrator”).

MASTER TERMS PURCHASE AGREEMENT
Master Terms Purchase Agreement • December 18th, 2006 • SLC Private Student Loan Trust 2006-A • Asset-backed securities • New York

This Master Terms Purchase Agreement, dated as of December 15, 2006 (“Master Terms Purchase Agreement”), between The Student Loan Corporation (“SLC”) and SLC Student Loan Receivables I, Inc. (“SLC Receivables”), shall be effective upon execution by the parties hereto.

MASTER AGREEMENT
Isda Master Agreement • December 18th, 2006 • SLC Private Student Loan Trust 2006-A • Asset-backed securities • New York

have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.

SERVICING AGREEMENT between THE STUDENT LOAN CORPORATION, as Servicer and Administrator, and SLC PRIVATE STUDENT LOAN TRUST 2006-A, as Issuer Dated as of December 15, 2006
Servicing Agreement • December 18th, 2006 • SLC Private Student Loan Trust 2006-A • 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 Private Student Loan Trust 2006-A (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 December 15, 2006 (the “Administration Agreement”), among the Issuer, the Administrator and the Servicer as follows:

MASTER TERMS SALE AGREEMENT
Master Terms Sale Agreement • December 18th, 2006 • SLC Private Student Loan Trust 2006-A • Asset-backed securities • New York

This Master Terms Sale Agreement, dated as of December 15, 2006 (“Master Terms Sale Agreement”), between SLC Student Loan Receivables I, Inc. (the “Seller”) and SLC Private Student Loan Trust 2006-A (the “Purchaser”), shall be effective upon execution by the parties hereto.

CUSTODY AGREEMENT
Custody Agreement • December 18th, 2006 • SLC Private Student Loan Trust 2006-A • Asset-backed securities • New York

This CUSTODY AGREEMENT (this “Agreement”), dated as of December 15, 2006 by and among SLC Private Student Loan Trust 2006-A (the “Issuer”), U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), The Student Loan Corporation, as servicer (the “Servicer”) and Citibank (South Dakota), National Association, a national banking association (the “Custodian” and, together with the Issuer, the Indenture Trustee and the Servicer, the “Parties”).

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