ELIGIBLE LENDER TRUST AGREEMENT between SLC STUDENT LOAN RECEIVABLES I, INC. as Grantor and CITIBANK, N.A. as Eligible Lender Trustee Dated as of December 22, 2009Eligible Lender Trust Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • Asset-backed securities • New York
THIS ELIGIBLE LENDER TRUST AGREEMENT is made on December 22, 2009, by and between SLC STUDENT LOAN RECEIVABLES I, INC. (the “Grantor”) and CITIBANK, N.A., as eligible lender trustee (the “Eligible Lender Trustee”).
SERVICING AGREEMENT among THE STUDENT LOAN CORPORATION, as Servicer and Administrator, and SLC STUDENT LOAN TRUST 2009-3, as Issuer Dated as of December 22, 2009Servicing Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • 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 2009-3 (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 22, 2009 (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 2009-3 AMENDED AND RESTATED TRUST AGREEMENT Dated as of December 22, 2009 Between SLC STUDENT LOAN RECEIVABLES I, INC. as Depositor andTrust Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • Asset-backed securities
SLC STUDENT LOAN TRUST 2009-3 ADMINISTRATION AGREEMENT Dated as of December 22, 2009 Among SLC STUDENT LOAN TRUST 2009-3, as Issuer SLC STUDENT LOAN RECEIVABLES I, INC., as Depositor and THE STUDENT LOAN CORPORATION, as Servicer and AdministratorAdministration Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • Asset-backed securities • New York
SLC Student Loan Trust 2009-3 Administration Agreement, dated as of December 22, 2009 (this “Agreement”), among (i) SLC Student Loan Trust 2009-3 (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 AGREEMENTMaster Terms Purchase Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • Asset-backed securities • New York
This Master Terms Purchase Agreement, dated as of December 22, 2009 (“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 December 22, 2009, 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 December 22, 2009, 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.
SUBSERVICING AGREEMENTSubservicing Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • Asset-backed securities • New York
This SUBSERVICING AGREEMENT (this “Agreement”) is entered into as of December 22, 2009, by and between Citibank (South Dakota), National Association, a national banking association (the “Subservicer”) and The Student Loan Corporation, a Delaware corporation (the “Servicer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • Asset-backed securities • New York
This Agreement, the Master Terms Purchase Agreement, to be dated as of December 22, 2009 (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 December 22, 2009 (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 December 22, 2009 (the “Trust Agreement”), between the Owner Trustee and the Depositor, the Administration Agreement, to be dated as of December 22, 2009 (the “Administration Agreeme
MASTER TERMS SALE AGREEMENTMaster Terms Sale Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • Asset-backed securities • New York
This Master Terms Sale Agreement, dated as of December 22, 2009 (“Master Terms Sale Agreement”), among SLC Student Loan Receivables I, Inc. (in such capacity, the “Seller”), SLC Student Loan Trust 2009-3 (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 December 22, 2009, 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 December 22, 2009, 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.
CUSTODY AGREEMENTCustody Agreement • December 22nd, 2009 • SLC Student Loan Trust 2009-3 • Asset-backed securities • New York
This CUSTODY AGREEMENT (this “Agreement”), dated as of December 22, 2009 by and among SLC Student Loan Trust 2009-3 (the “Issuer”), Citibank, N.A., as eligible lender trustee on behalf of the Issuer (the “Eligible Lender Trustee”), 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 Eligible Lender Trustee, the Indenture Trustee and the Servicer, the “Parties”).
